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

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are subject to the prior satisfaction or waiver of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Merger shall be further subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or prior satisfaction or waiver to the Effective Time of each of the following ----------- conditions: : (a) All Reckson, Crescent and Buyer shall have performed in all material respects each of their respective agreements and covenants contained in or contemplated by this Agreement (other than Section 5.13 hereof) that are required to be performed by it at or prior to the Effective Time pursuant to the terms hereof; (b) the representations and warranties of Reckson, Crescent and Buyer contained in Article IV hereof that are qualified by materiality shall be true and correct in all respects as of the Investor set forth Closing Date, and the representations and warranties contained in this Agreement Article IV hereof that are not qualified by materiality shall be true and correct in all material respects respects, except (except for those i) to the extent such representations and warranties that are qualified speak as to materialityof an earlier date, in which case they shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such timeearlier date, (ii) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed otherwise contemplated by it under this Agreement at and (iii) as may result from any actions or prior to transactions by or involving the Closing Date and Company or any of its affiliates; (c) the Company shall have received a certificate signed by an the chief executive officer officer, general partner or managing member, as the case may be, of each of Reckson, Crescent and Buyer, dated the Investor Closing Date, to the foregoing effect. (b) All of effect that, to such officer's knowledge, the conditions to the obligations of the Company set forth in Sections 6.2(a), 6.2(b) and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger"6.2(d) ------ capable of being satisfied prior to the consummation of this Agreement shall hereof have been satisfied or waived; and (d) the Company shall have received an opinion of Xxxxx & Xxxx LLP, counsel to Reckson and Shaw, Pittman, Xxxxx & Xxxxxxxxxx, counsel to Crescent, dated as of the Closing Date, reasonably satisfactory to the Company's reasonable satisfaction, unless that for its taxable year ended December 31, 1997 and all subsequent taxable years ending on or before the failure ------ to consummate the Merger is due to a breach by the Company Closing Date, each of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth Reckson and Crescent was organized and has operated in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection conformity with the consummation of the Merger or requirements for qualification as a condition to REIT under the effectiveness of the MergerCode (with customary exceptions, assumptions and qualifications and based on customary representations and covenants). (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate complete the transactions contemplated by Section 2.1 that are the subject of this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditions:conditions (any or all of which may be waived by the Company): (a) All of the (i) The representations and warranties of the Investor set forth Investors contained in this Agreement shall Section 3.2(a) and Section 3.2(b) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such date (except for those that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period) and (ii) all other representations and warranties that are qualified as to materiality, which shall be true and correct of the Investors contained in all respects and except for those representations and warranties that speak as of a specific time, which shall this Agreement will be true and correct as of such time) as of the Closing Date (without giving effect to any “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and as warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period), except, in the case of this clause (ii) only, to the extent the failure of any such timerepresentations or warranties to be true and correct would not, individually or in the aggregate, prevent or materially delay the ability of the Investors to perform their obligations under this Agreement and to consummate the Investor shall transactions contemplated hereby. (b) The Investors will have performed fulfilled in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it their obligations under this Agreement at required to have been fulfilled on or prior to before the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Company No provision of any applicable law or regulation shall exist and no order, decree, injunction or judgment will have been provided with entered by any Governmental Entity and be in force that invalidates this Agreement or restrains the Company from completing the transactions that are the subject of this Agreement and no actions or proceedings will be pending against the Company or any of the Company Subsidiaries that, if decided against the Company or any of the Company Subsidiaries, would (i) materially affect the operations of the Company and the Company Subsidiaries taken as a certificate from an officer whole or (ii) reasonably be expected to require the Company or any of the Company Subsidiaries to pay damages, in each case of clause (i) or (ii), in order to complete the transactions that are the subject of the Investor certifying Agreements (including this Agreement) in an amount that the conditions precedent to the Company's obligations set forth in this Section shall would have been satisfieda Company Material Adverse Effect. (d) The Company’s stockholders will have given the approval of the issuances of Common Stock contemplated by the Investor Agreements that are required by Rule 312.03 of the NYSE Listed Company shall Manual, or the NYSE will have obtained financing pursuant informed the Company in writing that it is not required to obtain that stockholder approval (whether because the term sheet attached as NYSE requirement has been satisfied by prior stockholder approvals, or because of an exhibit to the Financing Letter on such other terms reasonably acceptable to the Companyexception, a waiver or otherwise). (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation All approvals of the Merger Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or as a condition insurance, that are required to be obtained before the effectiveness sales of Common Stock contemplated by the MergerInvestor Agreements can be completed will have been obtained. (f) The shares of Common Stock that will be issued under the Investor Agreements will have been authorized for listing on the NYSE. (g) All notices required to be given prior the outstanding shares of Series G Preferred Stock will have been converted into the number of shares of Common Stock determined in accordance with the Certificate of Designations relating to the Closing Date withSeries G Preferred Stock as in effect on the date of the Original Agreement, and or all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the holders of Series G Preferred Stock will have given written assurances that on the Closing Date fromDate, any Third Party in connection with effective immediately after (but subject to) the consummation by the Company and the Investor completion of the transactions sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock. (h) The Company shall have received one or more certificates from the Investors, dated as of the Closing Date, signed, as applicable, by an officer of each Investor, certifying that the conditions set forth in Section 5.1(a) and 5.1(b) have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyfulfilled.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Empire Stock Transfer, Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) intentionally omitted; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate complete the transactions contemplated by Section 2.1 that are the subject of this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditions:conditions (any or all of which may be waived by the Company): (a) All of the (i) The representations and warranties of the Investor set forth Investors contained in this Agreement shall Section 3.2(a) and Section 3.2(b) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such date (except for those that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period) and (ii) all other representations and warranties that are qualified as to materiality, which shall be true and correct of the Investors contained in all respects and except for those representations and warranties that speak as of a specific time, which shall this Agreement will be true and correct as of such time) as of the Closing Date (without giving effect to any “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and as warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period), except, in the case of this clause (ii) only, to the extent the failure of any such timerepresentations or warranties to be true and correct would not, individually or in the aggregate, prevent or materially delay the ability of the Investors to perform their obligations under this Agreement and to consummate the Investor shall transactions contemplated hereby. (b) The Investors will have performed fulfilled in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it their obligations under this Agreement at required to have been fulfilled on or prior to before the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Company No provision of any applicable law or regulation shall exist and no order, decree, injunction or judgment will have been provided with a certificate entered by any Governmental Entity and be in force that invalidates this Agreement or restrains the Company from an officer completing the transactions that are the subject of this Agreement and no actions or proceedings will be pending against the Company or any of the Investor certifying Company Subsidiaries that, if decided against the Company or any of the Company Subsidiaries, would materially affect the operations of the Company and the Company Subsidiaries taken as a whole or would reasonably be expected to require the Company or any of the Company Subsidiaries to pay damages in order to complete the transaction in an amount that the conditions precedent to the Company's obligations set forth in this Section shall would have been satisfieda Company Material Adverse Effect. (d) The Company’s stockholders will have given the approval of the issuances of Common Stock contemplated by the Investor Agreements that are required by NYSE listed company Rule 312.03, or the NYSE will have informed the Company shall have obtained financing pursuant that it is not required to obtain that stockholder approval (whether because the term sheet attached as NYSE requirement has been satisfied by prior stockholder approvals, or because of an exhibit to the Financing Letter on such other terms reasonably acceptable to the Companyexception, a waiver or otherwise). (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation All approvals of the Merger Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or as a condition insurance, that are required to be obtained before the effectiveness sales of Common Stock contemplated by the MergerInvestor Agreements can be completed will have been obtained. (f) The shares of Common Stock that will be issued under Investor Agreements will have been authorized for listing on the NYSE. (g) All notices required to be given prior the shares of Series G Preferred Stock will have been converted into the number of shares of Common Stock determined in accordance with the Certificate of Designations relating to the Closing Series G Preferred Stock as in effect on the Date withof this Agreement, and or all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the holders of Series G Stock will have given written assurances that on the Closing Date fromDate, any Third Party in connection with effective immediately after (but subject to) the consummation by the Company and the Investor completion of the transactions sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock. (h) The Company shall have received one or more certificates from the Investors, dated as of the Closing Date, signed, as applicable, by an officer of each Investor, certifying that the conditions set forth in Section 5.1(a) and 5.1(b) have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyfulfilled.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 are acquire Sold Assets on any Transfer Date shall be subject to the prior satisfaction or waiver of the following ----------- additional conditions: (a) All of the representations and warranties of the Investor set forth Seller contained in this Agreement shall be true and correct in all material respects on the Transfer Date (except for those including, without limitation, the Container Representations and Warranties) with the same effect as though such representations and warranties that are qualified as had been made on such date; (b) All information concerning such Sold Assets provided to materiality, which the Company shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such timematerial respects; (c) as of the Closing Date as though made on and as of such time, and the Investor The Seller shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) other obligations required to be performed by it under the provisions of this Agreement at or prior and the other Related Documents; (d) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Closing Date Company, and the Company shall have received a certificate signed by an executive officer from the Seller copies of the Investor all documents (including without limitation records of corporate proceedings) relevant to the foregoing effect.transactions herein contemplated as the Company may reasonably have requested; (be) All No Event of Default, Early Amortization Event or Manager Default (or event or condition which, with the conditions to giving of notice or the obligations passage of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger"time or both, would constitute an Event of Default, Early Amortization or Manager Default) ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to occurred and then be continuing, or would result from the Company's reasonable satisfactionacquisition of, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.such Sold Assets; and (cf) The Company shall have been provided with has adequate means of financing available in order to complete the acquisition of such Sold Assets. Notwithstanding the foregoing conditions precedent, upon the making of a certificate from an officer transfer of Sold Assets hereunder, all of the Investor certifying that Company’s rights under this Agreement (and by operation of law with respect to such Sold Assets) shall vest in the Company, whether or not the conditions precedent to the Company's obligations set forth such transfer were in this Section shall have been fact satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of Company's obligations to sell the Purchased Shares and to take the other actions required to be taken by the Company to consummate at the transactions contemplated by Section 2.1 are Closing is subject to the satisfaction, at or prior satisfaction or waiver to the Closing, of each of the following ----------- conditions:conditions (any of which may be waived by the Company, in whole or in part): (a) All of the The representations and warranties of the Investor set forth Purchaser contained in this Agreement shall be true and correct in all material respects (except for those representations on and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent any such timerepresentations and warranties are stated to be made as of a specific date, in which case they shall be true in all material respects as of such date, and the Investor Purchaser and any 13 19 Purchaser Party Affiliate shall have performed in all material respects all covenants obligations required pursuant to the terms of this Agreement or any of the other Transactional Agreements to be performed or observed by either of them on or prior to the Closing. (b) The Purchaser shall have delivered to the Company a certificate, executed by an executive officer of the Purchaser, dated the date of the Closing, setting forth the Purchaser's representation that the conditions set forth in Section 4.2(a) above shall have been satisfied. (c) The Purchaser and agreements any Purchaser Purchaser Party Affiliate shall have obtained any and all consents, permits, waivers and approvals necessary or appropriate for consummation of the Transactions (except for such as may be properly obtained subsequent to the payment Closing), provided, that, notwithstanding anything to the contrary, the expiration or early termination of cash the applicable waiting period under the HSR Act shall not be a condition to the Company's obligations hereunder. (d) The Purchaser or a Purchaser Party Affiliate shall have executed and delivered to the Company each of (i) the Investment Agreement and (ii) the Outside Service Provider Agreement. (e) There shall be no injunction, writ, preliminary restraining order or other order in effect of any nature issued by a court or governmental agency of competent jurisdiction directing that the Transactions not be consummated in the manner provided for in this Agreement and the delivery other Transactional Agreements. No action or proceeding shall have been instituted and remain pending before a court or other governmental body of competent jurisdiction to restrain, prohibit or otherwise challenge any of the BOSC DebenturesTransactions (or seeking material damages from the Purchaser, any Purchaser Party Affiliate or the Company as a result thereof), other than any such action or proceeding which would not have a Material Adverse Effect or prevent the Company, the Purchaser or any Purchaser Party Affiliate from performing their respective obligations hereunder or under any of the other Transactional Agreements. (f) The Purchaser shall be performed have delivered to the Company a legal opinion from counsel to the Purchaser and any Purchaser Party Affiliate, in all respects, without regard form and substance reasonably satisfactory to materialitythe Company and its counsel and addressing the matters described in Exhibit E hereto. (g) required to be performed by it under this Agreement at On or prior to the Closing Date and Date, if the Purchaser or any Purchaser Party Affiliate is organized in the United States, the Company shall have received a certificate signed by an executive officer of the Investor Secretary of State (or equivalent agency) of the state of the Purchaser's or the Purchaser Party Affiliate's organization, as to the foregoing effectgood standing of such party. (bh) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement The IPO shall have been satisfied to consummated or shall be consummated concurrently with the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing. (ci) The Company Concurrently with such sale, the Purchaser shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent paid to the Company's obligations set forth in this Section shall have been satisfiedCompany the purchase price for the Purchased Shares. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The Company's obligation of the Company to consummate the transactions contemplated by Section 2.1 are hereby in connection with the Closing is subject to the prior satisfaction or waiver by the Company of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth in this Agreement Article IV and Article V (i) that are qualified by materiality shall be true and correct in all respects or (ii) that are not qualified by materiality shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materialityrespects, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific timeeach case, which shall be true and correct as of such time) as of the Closing Date with the same force and effect as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect.Date; (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement Independent Fiduciary shall have been satisfied to performed and complied with its covenants hereunder through the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing in all material respects; (c) The Company the Insurer shall have been provided performed and complied with a certificate from an officer of its covenants and agreements hereunder through the Investor certifying that the conditions precedent to the Company's obligations set forth Closing in this Section shall have been satisfied.all material respects; (d) The Company the Insurer shall have obtained financing pursuant to received all of the term sheet attached Governmental Approvals set forth in Appendix 8.2(d) and identified as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.“Required For Closing”; (e) Neither the Company nor BOSC Plan shall be required by any have received all material Governmental Entity to divest any material portion of its business Approvals set forth in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger.Appendix 8.2(e); (f) All notices required to (i) no Order shall be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, in effect which prohibits consummation of any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement and (ii) no Material Litigation shall have been made and/or obtained, except in filed or commenced and then be pending (or shall continue to be threatened to be initiated by a Governmental Authority); (g) the case Company shall have confirmed that it may account for the transactions contemplated by this Agreement and the Ancillary Agreements as a settlement as contemplated under ASC 715; (h) no Transaction MAC shall have occurred and be continuing as of a the Closing Date; (i) the Closing Final Premium calculated by the Independent Third Party other than a Governmental Entity(or, if applicable pursuant to Section 2.9, the failure to give Company) is less than the Closing Final Premium calculated by the Insurer [ *** ], in each case as the Closing Final Premium is calculated by such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect Person on the CompanyClosing Date in accordance with Section 2.9; (j) each delivery contemplated by Section 2.2(b) shall have been delivered; and (k) the Independent Fiduciary shall have confirmed that the Transaction satisfies ERISA and applicable guidance, including Interpretive Bulletin 95-1, because, since the DTFA Execution Date, there has not occurred an Independent Fiduciary MAC that continues as of the Closing Date.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate complete the transactions contemplated by Section 2.1 that are the subject of this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditions:conditions (any or all of which may be waived by the Company): (a) All of the (i) The representations and warranties of the Investor set forth Investors contained in this Agreement shall Section 3.2(a) and Section 3.2(b) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such date (except for those that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period) and (ii) all other representations and warranties that are qualified as to materiality, which shall be true and correct of the Investors contained in all respects and except for those representations and warranties that speak as of a specific time, which shall this Agreement will be true and correct as of such time) as of the Closing Date (without giving effect to any “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and as warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period), except, in the case of this clause (ii) only, to the extent the failure of any such timerepresentations or warranties to be true and correct would not, individually or in the aggregate, prevent or materially delay the ability of the Investors to perform their obligations under this Agreement and to consummate the Investor shall transactions contemplated hereby. (b) The Investors will have performed fulfilled in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it their obligations under this Agreement at required to have been fulfilled on or prior to before the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Company No provision of any applicable law or regulation shall exist and no order, decree, injunction or judgment will have been provided with entered by any Governmental Entity and be in force that invalidates this Agreement or restrains the Company from completing the transactions that are the subject of this Agreement and no actions or proceedings will be pending against the Company or any of the Company Subsidiaries that, if decided against the Company or any of the Company Subsidiaries, would (i) materially affect the operations of the Company and the Company Subsidiaries taken as a certificate from an officer whole or (ii) reasonably be expected to require the Company or any of the Company Subsidiaries to pay damages, in each case of clause (i) or (ii), in order to complete the transactions that are the subject of the Investor certifying Agreements (including this Agreement) in an amount that the conditions precedent to the Company's obligations set forth in this Section shall would have been satisfieda Company Material Adverse Effect. (d) The Company’s stockholders will have given the approval of the issuances of Common Stock contemplated by the Investor Agreements that are required by Rule 312.03 of the NYSE Listed Company shall Manual, or the NYSE will have obtained financing pursuant informed the Company in writing that it is not required to obtain that stockholder approval (whether because the term sheet attached as NYSE requirement has been satisfied by prior stockholder approvals, or because of an exhibit to the Financing Letter on such other terms reasonably acceptable to the Companyexception, a waiver or otherwise). (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation All approvals of the Merger Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or as a condition insurance, that are required to be obtained before the effectiveness sales of Common Stock contemplated by the MergerInvestor Agreements can be completed will have been obtained. (f) The shares of Common Stock that will be issued under the Investor Agreements will have been authorized for listing on the NYSE. (g) All notices required to be given prior the outstanding shares of Series G Preferred Stock will have been converted into the number of shares of Common Stock determined in accordance with the Certificate of Designations relating to the Closing Date withSeries G Preferred Stock as in effect on the date of this Agreement, and or all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the holders of Series G Preferred Stock will have given written assurances that on the Closing Date fromDate, any Third Party in connection with effective immediately after (but subject to) the consummation by the Company and the Investor completion of the transactions sales of Common Stock contemplated by this Agreement have been made and/or obtained, except in and the case of a Third Party other than a Governmental EntityInvestor Agreements, the failure Company will have the right to give such notice or obtain such consent, approval, authorization, waiver or amendment would not cause all the shares of Series G Preferred Stock to be likely to have a Material Adverse Effect on the Companyconverted into Common Stock.

Conditions to the Company’s Obligations. The obligation obligations of the Company hereunder required to consummate the transactions contemplated by Section 2.1 are subject be performed on each Closing Date with respect to the prior Purchaser shall be subject, at its election, to the satisfaction or waiver (which waiver, if so requested by the Purchaser, shall be made in writing), at or prior to the Closing occurring on such Closing Date, of the following ----------- conditions: (a) All of the The representations and warranties of the Investor set forth Purchaser contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor Closing Date. (b) The Purchaser shall have performed in all material respects all covenants obligations and agreements (except for the payment of cash agreements, and the delivery of the BOSC Debentures, which shall be performed complied in all respectsmaterial respects with all covenants, without regard to materiality) required contained in this Agreement, to be performed and complied with by it under this Agreement the Purchaser at or prior to the such Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Company All material approvals and clearances of Governmental Authorities and all third-party consents necessary for the consummation of the transactions contemplated by the Documents to occur on such Closing Date shall have been provided with a certificate from an officer obtained and shall be in full force and effect, the consummation of the Investor certifying that the conditions precedent such transactions does not and will not contravene any Applicable Law, except to the Company's obligations set forth extent any contravention or contraventions, individually or in this Section shall the aggregate, could not, individually or in the aggregate, reasonably be expected to have been satisfieda Material Adverse Effect. (d) The Company Purchaser shall have obtained financing pursuant delivered to the term sheet attached Company a certificate, executed by the Purchaser or on its behalf by a duly authorized representative, dated as an exhibit of such Closing Date, certifying that each of the conditions specified in this Section 7.1 has been satisfied with respect to the Financing Letter on such other terms reasonably acceptable to the CompanyPurchaser. (e) Neither the Company nor BOSC shall be required by any Governmental Entity All documents, instruments, agreements and arrangements relating to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement the Documents shall be reasonably satisfactory to the Company, shall have been made and/or obtained, except in executed and delivered by the case parties thereto and no party to any of a Third Party the foregoing (other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company) shall have breached any of its material obligations thereunder.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate complete the transactions contemplated by Section 2.1 Merger are subject to the prior satisfaction or waiver of the following ----------- conditions:conditions (any or all of which may be waived by the Company at any time prior to the Effective Time): (a) All of the The representations and warranties of the Investor Parent and Merger Sub (i) set forth in this Agreement shall Section 3.2(a), Section 3.2(b), Section 3.2(h) and Section 7.2 (the “Parent Fundamental Representations”) will be true and correct in all material respects on the Closing Date with the same effect as though made on that date (except for those that any representation and warranty that relates expressly to a specified date or a specified period need only to have been true and correct in all material respects with regard to the specified date or period) and (ii) all representations and warranties that are qualified as to materiality, which shall of Parent and Merger Sub other than the Parent Fundamental Representations will be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of on the Closing Date with the same effect as though made on that date (except that any representation and as warranty that relates expressly to a specified date or a specified period need only to have been true and correct with regard to the specified date or period), except where failures of such timerepresentations and warranties to be so true and correct (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein), in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Parent, and Parent will have delivered to the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to Company a certificate dated the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor Parent to the foregoing that effect. (b) All of Parent and Merger Sub each will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the conditions Closing Date, and Parent will have delivered to the obligations Company a certificate dated the Closing Date and signed by an officer of the Company and BOSC Parent to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreementthat effect. (c) The No order issued by any court of competent jurisdiction or other Governmental Authority will be in force that invalidates this Agreement or restrains the Company shall have been provided with a certificate from an officer of completing the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedMerger. (d) The Company shall Since the date of this Agreement, no events have obtained financing pursuant to occurred, or conditions that did not exist at the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion date of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement come into being, that in aggregate have been made and/or obtained, except in the case of or have had a Third Party other than a Governmental Entity, the failure to give such notice Material Adverse Effect on Parent or obtain such consent, approval, authorization, waiver or amendment would not be likely are reasonably expected to have a Material Adverse Effect on the CompanySurviving Corporation after the Merger. (e) Adoption of this Agreement and the Merger will have been approved by the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting or otherwise (the “Company Stockholder Approval”). (f) The Parent Stockholder Approval will have been obtained. (g) A Certificate of Amendment containing the Parent Certificate Amendment will have been filed with the Secretary of State of the State of Delaware and be effective. (h) The Registration Statement will have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement will be in effect and no proceedings for that purpose will have been initiated or threatened in writing by the SEC. (i) The shares of Parent Stock that will constitute Merger Consideration will have been authorized and approved for listing on the NYSE. (j) The Company will have received an opinion from Xxxxxx, Xxxx & Xxxxxxxx, dated the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the satisfaction at or prior satisfaction or waiver to the Closing of each of the following ----------- conditions:conditions (any of which may be waived in writing, in whole or in part, by the Company): (ai) All each of the representations and warranties of the Investor set forth Preferred Shareholders in this Agreement shall be true and correct must have been accurate in all material respects (except for those representations as of the date of this Agreement, and warranties that are qualified as to materiality, which shall must be true and correct accurate in all material respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though if made on and as the Closing Date; (ii) all of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery obligations that each of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) Preferred Shareholders is required to be performed by it under perform or to comply with pursuant to this Agreement at or prior to the Closing Date must have been duly performed and complied with in all material respects; (iii) no domestic or foreign federal, state, provincial, local or municipal court, legislative, executive or regulatory authority, agency or commission, or other governmental entity, authority or instrumentality (“Governmental Authority”) having jurisdiction over the Company or any of its affiliates shall have received a certificate signed by an executive officer of the Investor objected to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement or prohibited the Company from issuing the Conversion Shares; (iv) all claims, liens, encumbrances, security interests, transfer restrictions, pledges or rights of first refusal (“Claims”) on the shares of Series A Preferred owned by each Preferred Shareholder must have been released at or prior to the Closing; (v) no order, injunction, judgment, decree, ruling, assessment or arbitration award (“Order”) of any Governmental Authority restraining, enjoining or otherwise preventing or delaying the consummation of this Agreement or the transactions contemplated hereby shall be outstanding, and no proceedings or investigations by or before, or otherwise involving, any Governmental Authority shall be threatened or pending against the Company or any of its affiliates or any Preferred Shareholder which seeks to enjoin or prevent the consummation of the transactions contemplated under this Agreement or which seek material damages in connection with the transactions contemplated hereby; (vi) there must not have been made and/or obtainedor threatened by any person any claim asserting that such person (A) is the holder or the beneficial owner of, except or has the right to acquire or to obtain beneficial ownership of, any of the shares of Series A Preferred owned by a Preferred Shareholder, or (B) is entitled to all or any portion of the Conversion Shares payable for such shares; (vii) neither the consummation nor the performance of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time), contravene, or conflict with, or result in a violation of, or cause the case Company or any affiliate thereof to suffer any material adverse consequence under, (A) any applicable law or regulations or Order or (B) any law or regulation or Order that has been published, introduced, or otherwise proposed by or before any Governmental Authority; and (viii) any consent or approval of a Third Party other than Governmental Authority for a Governmental Entity, Preferred Shareholder to acquire the failure Conversion Shares issued to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to Preferred Shareholder must have a Material Adverse Effect on the Companybeen obtained and any waiting period in respect thereof shall have expired.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Island Stock Transfer, Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company and Operating to consummate issue the transactions contemplated by Section 2.1 Note and the Company to issue the Primary Shares on the Closing Date are subject to the prior satisfaction or waiver of the following ----------- conditions: (a) All The Company and Operating shall have received the following on the Closing Date: (i) The Registration Rights Agreement duly executed by the Purchaser. (ii) The Security Agreement duly executed by the Purchaser. (iii) The Services Agreement duly executed by the Purchaser. (iv) The LPV Addendum duly executed by the Purchaser. (v) The Purchase Price of the Note and the Primary Shares purchased hereunder in immediately available funds as provided in Section 3 hereof. (b) A certificate dated the Closing Date and signed by an executive officer of the Purchaser, to the effect that the representations and warranties of the Investor set forth Purchaser contained in this Agreement that are qualified by a materiality threshold or by reference to a material adverse effect shall be true and correct in all respects, and that are not qualified by a materiality threshold or by reference to a material adverse effect shall be true and correct in all material respects respects, in each case, on the Closing Date (except for those unless any such representations and warranties that are qualified stated to be made as to materialityof a specific date, in which case they shall be true and correct in all respects and except for those representations and warranties that speak or all material respects, as of a specific timeapplicable, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timedate), and that the Investor shall have performed Purchaser has complied in all material respects with all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in agreements and satisfied all respects, without regard to materiality) required of the conditions on its part to be performed by it under this Agreement at or prior to satisfied hereunder on or before the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Purchaser shall deliver to the Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent completed IRS Form W-9 or otherwise establish, to the Company's obligations set forth in this ’s reasonable satisfaction, that the Purchaser is not subject to backup withholding under Section shall have been satisfied3406 of the Code. (d) The Company There shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall not be required by in effect any Governmental Entity to divest any material portion judgment, order or decree of its business in connection with the consummation a governmental body of the Merger competent jurisdiction restraining, enjoining or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of otherwise prohibiting the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyAgreement.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate complete the transactions contemplated by Section 2.1 that are the subject of this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditions:conditions (any or all of which may be waived by the Company): (a) All of the (i) The representations and warranties of the Investor set forth Investors contained in this Agreement shall Section 3.2(a) and Section 3.2(b) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such date (except for those that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period) and (ii) all other representations and warranties that are qualified as to materiality, which shall be true and correct of the Investors contained in all respects and except for those representations and warranties that speak as of a specific time, which shall this Agreement will be true and correct as of such time) as of the Closing Date (without giving effect to any “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and as warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period), except, in the case of this clause (ii) only, to the extent the failure of any such timerepresentations or warranties to be true and correct would not, individually or in the aggregate, prevent or materially delay the ability of the Investors to perform their obligations under this Agreement and to consummate the Investor shall transactions contemplated hereby. (b) The Investors will have performed fulfilled in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it their obligations under this Agreement at required to have been fulfilled on or prior to before the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Company No provision of any applicable law or regulation shall exist and no order, decree, injunction or judgment will have been provided with entered by any Governmental Entity and be in force that invalidates this Agreement or restrains the Company from completing the transactions that are the subject of this Agreement and no actions or proceedings will be pending against the Company or any of the Company Subsidiaries that, if decided against the Company or any of the Company Subsidiaries, would (i) materially affect the operations of the Company and the Company Subsidiaries taken as a certificate from an officer whole or (ii) reasonably be expected to require the Company or any of the Company Subsidiaries to pay damages, in each case of clause (i) or (ii), in order to complete the transactions that are the subject of the Investor certifying Agreements (including this Agreement) in an amount that the conditions precedent to the Company's obligations set forth in this Section shall would have been satisfieda Company Material Adverse Effect. (d) The Company’s stockholders will have given the approval of the issuances of Common Stock contemplated by the Investor Agreements that are required by Rule 312.03 of the NYSE Listed Company shall Manual, or the NYSE will have obtained financing pursuant informed the Company in writing that it is not required to obtain that stockholder approval (whether because the term sheet attached as NYSE requirement has been satisfied by prior stockholder approvals, or because of an exhibit to the Financing Letter on such other terms reasonably acceptable to the Companyexception, a waiver or otherwise). (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation All approvals of the Merger Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or as a condition insurance, that are required to be obtained before the effectiveness sales of Common Stock contemplated by the MergerInvestor Agreements can be completed will have been obtained. (f) The shares of Common Stock that will be issued under the Investor Agreements will have been authorized for listing on the NYSE. (g) All notices required to be given prior the outstanding shares of Series G Preferred Stock will have been converted into the number of shares of Common Stock determined in accordance with the Certificate of Designations relating to the Closing Date withSeries G Preferred Stock as in effect on the date of this Agreement, and or all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the holders of Series G Preferred Stock will have given written assurances that on the Closing Date fromDate, any Third Party in connection with effective immediately after (but subject to) the consummation by the Company and the Investor completion of the transactions sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock. (h) The Company shall have received one or more certificates from the Investors, dated as of the Closing Date, signed, as applicable, by an officer of each Investor, certifying that the conditions set forth in Section 5.1(a) and 5.1(b) have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyfulfilled.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Transactions is subject to the prior satisfaction (or waiver by the Stockholders’ Representative in writing) of the following ----------- conditionsconditions as of the Closing: (a) All of (i) the representations and warranties of the Investor set forth in this Agreement ARTICLE IV (other than those representations and warranties that address matters as of particular dates) shall be true and correct (without giving effect to any materiality qualification or exception contained therein) in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on then made, and (ii) the representations and warranties set forth in ARTICLE IV that address matters as of particular dates shall be true and correct (without giving effect to any materiality qualification or exception contained therein) in all material respects as of such timedates, except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) (but excluding the representations and warranties set forth in Sections 4.01, 4.02 and 4.05) to be so true and correct has not had, and would not reasonably be expected to have individually or in the Investor aggregate, an adverse effect in any material respect; (b) Purchaser and Merger Sub shall have performed or complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed or complied with by it under this Agreement and the other documents contemplated hereby at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Purchaser shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent delivered to the Company's obligations set forth in this Section shall have been satisfied.Stockholders’ Representative the Merger Consideration and the Representative Expense Amount, by wire transfer of immediately available funds to the account(s) designated by the Stockholders’ Representative; (d) The Company Concurrent with the Closing, the Polyform Merger shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.be consummated; (e) Neither the Company nor BOSC debt refinancing transactions described on Schedule 2.02(e) shall be required by any Governmental Entity to divest any material portion of its business in connection with consummated (the consummation of the Merger or as a condition to the effectiveness of the Merger.“SBIC Debt Financing Transactions”); (f) All notices required to be given prior written consent, in form and substance reasonably satisfactory to the Closing Date withStockholders’ Representative, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement Agreement, the Polyform Merger and the SBIC Debt Financing Transactions shall have been made and/or obtainedobtained from (i) the Advisory Committee (the “Advisory Committee Consent”) and (ii) Lawn Doctor Senior Lender (the “Lawn Doctor Senior Lender Consent”); (g) Purchaser shall have delivered to the Stockholders’ Representative a certificate executed by an officer of Purchaser and Merger Sub, except in form and substance reasonably acceptable to the case Stockholders’ Representative, dated as of a Third Party other than a Governmental Entitythe Closing Date, stating that the failure conditions to give closing specified in Sections 2.02(a) and (b) have been satisfied; and (h) no judgment, decree or order shall have been entered and not withdrawn which would restrain or prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such notice or obtain such consent, approval, authorization, waiver or amendment would not Transactions to be likely to have a Material Adverse Effect on the Companyrescinded.

Conditions to the Company’s Obligations. The obligation of Company's obligations to sell the Purchased Shares and to take the other actions required to be taken by the Company to consummate at the transactions contemplated by Section 2.1 are Closing is subject to the satisfaction, at or prior satisfaction or waiver to the Closing, of each of the following ----------- conditions:conditions (any of which may be waived by the Company, in whole or in part): (a) All of the The representations and warranties of the Investor set forth Purchaser contained in this Agreement shall be true and correct in all material respects (except for those representations on and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent any such timerepresentations and warranties are stated to be made as of a specific date, in which case they shall be true in all material respects as of such date, and the Investor Purchaser shall have performed in all material respects all covenants obligations required pursuant to the terms of this Agreement to be performed or observed by either of them on or prior to the Closing. (b) The Purchaser shall have delivered to the Company a certificate, executed by an executive officer of the Purchaser, dated the date of the Closing, setting forth the Purchaser's representation that the conditions set forth in Section 4.2(a) above shall have been satisfied. (c) The Purchaser shall have obtained any and agreements all consents, permits, waivers and approvals necessary or appropriate for consummation of the Transactions (except for such as may be properly obtained subsequent to the payment Closing). (d) There shall be no injunction, writ, preliminary restraining order or other order in effect of cash any nature issued by a court or governmental agency of competent jurisdiction directing that the Transactions not be consummated in the manner provided for in this Agreement. No action or proceeding shall have been instituted and the delivery remain pending before a court or other governmental body of competent jurisdiction to restrain, prohibit or otherwise challenge any of the BOSC DebenturesTransactions (or seeking material damages from the Purchaser or the Company as a result thereof), other than any such action or proceeding which shall be performed in all respects, without regard to materialitywould not have a material adverse effect on the Company or prevent the Company or the Purchaser from performing their respective obligations hereunder. (e) required to be performed by it under this Agreement at On or prior to the Closing Date and Date, if the Purchaser is organized in the United States, the Company shall have received a certificate signed by an executive officer of the Investor Secretary of State (or equivalent agency) of the state of the Purchaser's organization, as to the foregoing effect. (b) All good standing of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Mergerparty. (f) All notices required to be given prior The IPO shall have been closed. (g) Concurrently with such sale, the Purchaser shall have paid to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Company the Closing Date from, any Third Party in connection with Purchase Price for the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyPurchased Shares.

Conditions to the Company’s Obligations. (a) The obligation of the Company hereunder to consummate issue and deliver the transactions contemplated by Section 2.1 are Senior Notes and Preferred Stock to Buyer at the Closing is subject to the prior satisfaction satisfaction, at or waiver before the Closing 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 by providing Buyer with written notice thereof: (ai) All Buyer shall have executed each of the representations other Transaction Documents to which it is a party and warranties delivered the same to the Company. (ii) Buyer shall have delivered to the Company the Aggregate Consideration for the Senior Notes and Preferred Stock being acquired by Buyer at the Closing by (x) surrender of the Investor set forth in this Agreement 2009 Note and the 2010 Note, and (y) delivery of executed instructions to the Depository Trust & Clearing Corporation instructing that beneficial ownership of the Bonds be transferred to the Company, (iii) Each and every representation and warranty of Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific timedate, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timedate), and the Investor Buyer shall have performed performed, satisfied and complied in all material respects all covenants with the covenants, agreements and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) conditions required by this Agreement to be performed performed, satisfied or complied with by it under this Agreement Buyer at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effectDate. (biv) All No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to competent jurisdiction that prohibits the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyTransaction Documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions, any of which may be waived in whole or in part by the Company: (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company Parent shall have obtained financing pursuant maintained its status as a company whose common stock is quoted on the OTC Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the CompanyClosing. (e) Neither Trading in the Company nor BOSC Parent Common Stock shall have not been suspended by the Commission or any trading market at any time since the date of execution of this Agreement and the Parent Common Stock shall have been at all times since such date listed for trading on a trading market and Parent Common Stock shall be DTC (Depository Trust Corporation) eligible. (f) Parent shall have filed all reports or other documents required to be filed by Parent under the U.S. federal securities laws through the Closing Date. (g) Parent shall have no more than 10,777,000 shares of Parent Common Stock issued and outstanding of which 10,245,334 shall be cancelled, leaving a balance of 531,666 issued and outstanding, and shall have all written documentation necessary to effectuate the cancellation of 10,245,334 of such shares of Parent Common Stock contemporaneously the Closing. Parent shall have no other securities, options, warrants or securities, obligations or instruments that are convertible or exercisable into (i) any Governmental Entity securities of Parent, or (ii) securities or instruments convertible or exercisable into securities of Parent except 29,167 shares ti be issued at Closing in settlement of certain liabilities of Parent. (h) Parent shall have no Indebtedness for Borrowed Money outstanding at the Closing. (i) The Company shall have received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to divest the extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any material portion court, governmental body or instrumentality that are required for the execution and delivery of its business in connection with the Merger Documents and the consummation of the Merger shall have been duly made or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date withobtained, and all consentsmaterial consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, approvalsgovernmental body or agency has been threatened, authorizationsasserted or instituted to restrain or prohibit, waivers and amendments required or to be obtained prior to obtain substantial damages in respect of, the Closing Date from, any Third Party in connection with Merger Documents or the consummation by the Company and the Investor carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Action Stock Transfer Corp, Parent’s transfer agent and registrar, certifying, as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time; (vi) evidence as of a recent date and within five (5) days of the Effective Time of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Nevada, and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request. (j) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the conditions specified in this Agreement Section 7.02 as the Company may reasonably request. (k) No action or proceeding before any court, governmental body or agency shall have been made and/or obtainedthreatened, except asserted or instituted to restrain or prohibit, or to obtain substantial damages in the case of a Third Party other than a Governmental Entityrespect of, the failure to give such notice Merger Documents or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companycarrying out of the transactions contemplated by the Merger Documents.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Transactions is subject to the prior satisfaction or waiver by the Company of the following ----------- conditions: (a) All of the representations and warranties of the Investor Investors set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timetime (ignoring, for this purpose, all materiality qualifiers set forth therein), and the Investor Investors shall have paid for the Shares pursuant to Section 2.1(b) and performed in all material respects all other covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effectDate. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required or reasonably requested by the Company to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor Investors of the transactions contemplated Transactions (including, without limitation, those approvals, waivers or consents required pursuant to the HSR Act, the Credit Agreement and the Indenture) and the approval of the Company's shareholders, as required by this Agreement Law, of the Transactions have been made and/or obtained, except in the case of a Third Party other than a Governmental Entityconsent, approval, authorization, waiver or amendment where the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would is not be reasonably likely to have a Material Adverse Effect on the Company; provided, however, that failure to satisfy the listing requirements of the NYSE with respect to the Rights Shares shall not be deemed to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate purchase the transactions contemplated by Section 2.1 are Receivables on the Closing Date shall be subject to the prior satisfaction or waiver of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth Seller contained in this Agreement shall be true and correct in all material respects (except for those on the Closing Date with the same effect as though such representations and warranties that are qualified as had been made on such date; (b) All information concerning the Receivables provided to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which the Company shall be true and correct as of such timethe Cutoff Date in all material respects; (c) The Seller shall have (i) delivered to the Company a computer file or microfiche list containing a true and complete list of all Receivables identified by account number and by balance as of the Closing Cutoff Date as though made on and as of such time, and the Investor shall have (ii) performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) other obligations required to be performed by it the provisions of this Agreement; (d) The Seller shall have recorded and filed, at its expense, any financing statement with respect to the Receivables for the transfer of accounts and general intangibles (each as defined in Section 9-102 of the UCC) meeting the requirements of applicable state law in such manner and in such jurisdiction as would be necessary to perfect the sale of and security interest in the Receivables from the Seller to the Company, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to the Company; (e) On or before the Closing Date, the Company and the Trustee shall have entered into the [Pooling and Servicing Agreement] [Sale and Servicing Agreement and Trust Agreement] and the closing under such agreement[s] shall take place simultaneously with the closing hereunder; and (f) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement at or prior shall be satisfactory in form and substance to the Closing Date Company, and the Company shall have received a certificate signed by an executive officer from the Seller copies of the Investor all documents (including, without limitation, records of corporate proceedings) relevant to the foregoing effect. (b) All of the conditions to the obligations of transactions herein contemplated as the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall may reasonably have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreementrequested. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall i) The Parent Fundamental Representations will be true and correct in all respects at and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on 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 timedate) and (ii) all other representations and warranties contained in Article IV of this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) 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 (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had, and would not have, a Parent Material Adverse Effect; (b) Parent and the Investor shall Merger Sub will have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Written Stockholder Consent will have been obtained; (d) The shares of Parent Common Stock to be issued as Parent Stock Consideration shall have been provided with a certificate from an officer approved for listing on Nasdaq, subject to official notice of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section issuance; (e) The Offer shall have been satisfied.completed in accordance with the Proxy Statement; (df) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated; (g) No Order will have been entered that prevents the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded; (h) Parent shall have at least $5,000,001 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; (i) The persons identified in Schedule 8.02(i) shall have been approved and duly elected or appointed to the Parent Board, effective as of the Closing; (j) The Company shall have obtained financing pursuant an opinion of V&E (or if V&E is unable to issue such an opinion, of another law firm proposed by Parent to the term sheet attached as an exhibit to the Financing Letter on such other terms Company that is reasonably acceptable to the Company.) to the effect that the Merger or, if applicable, the Integrated Mergers will qualify for the Intended Tax Treatment (the “Company Tax Opinion”); (ek) Neither The subscribers party to the Investor Agreements shall have purchased the securities to the extent required pursuant to the terms thereof; (l) The Company shall have received a duly executed counterpart signature page for Parent to the Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit J (the “Amended and Restated Registration Rights Agreement”); and (m) Parent will have delivered to the Company nor BOSC shall be required by any Governmental Entity each of the following: (i) a certificate of an authorized officer of Parent and the Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the preconditions specified in Section 8.02(a) and Section 8.02(b), as they relate to divest any material portion such entity, have been satisfied; (ii) certified copies of its business in connection with resolutions of the consummation requisite holders of the voting shares of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with Sub approving the consummation by the Company and the Investor of the transactions contemplated by this Agreement Agreement; and (iii) certified copies of the resolutions duly adopted by Parent Board (or its equivalent governing body) and the Merger Sub’s board of directors authorizing the execution, delivery and performance of this Agreement. If the Closing occurs, all closing conditions set forth in this Section 8.02 that have not been fully satisfied as of the Closing will be deemed to have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on waived by the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate effect the transactions contemplated by Section 2.1 are closing of the purchase and sale of the Class A Common Stock (the “Closing”) on the Closing Date shall be subject to the prior satisfaction (or waiver by the Company) of the following ----------- conditionsconditions precedent: (a) All of the The representations and warranties of the Investor set forth contained in this Agreement shall be have been true and correct in all material respects (except for those on the date such representations and warranties that are qualified as to materialitywere made, which shall be true and correct in all respects on and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date Date, as though if made on and as of such timedate; (b) The obligations of the Investor contained in this Agreement shall have been duly performed in all material respects on or before the Closing Date, and the Investor shall not have performed breached any of its covenants contained in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.any material respect; (c) The Company Concurrently with the Closing, the Investor shall have been provided with a certificate from an officer of executed and delivered to the Company the Closing Documents required to be delivered by the Investor certifying that the conditions precedent pursuant to the Company's obligations set forth in this Section shall have been satisfied.2.4; (d) The Company shall have obtained financing Closing Documents required to be delivered by the Investor pursuant to Section 2.4 shall be in full force and effect, and the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.Investor shall not be in default in any material respect of its obligations thereunder; and (e) Neither the Company nor BOSC shall be required No preliminary or permanent injunction or other order issued by any Governmental Entity to divest court or other governmental or regulatory authority, domestic or foreign, nor any material portion of its business statute, rule, regulation, decree or executive order promulgated or enacted by any governmental entity that declares this Agreement invalid or unenforceable in connection with any respect or which prevents the consummation of the Merger transactions contemplated hereby shall be in effect; and no action, suit or as a condition to the effectiveness proceeding before any court or regulatory authority, domestic or foreign, shall have been instituted or threatened by any governmental entity or by any other Person (excluding any such action instituted or threatened by or on behalf of the Merger. (f) All notices required Company, PAC LP, the Manager or any of their respective Affiliates), which seeks to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with prevent or delay the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in or which challenges the case validity or enforceability of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companythis Agreement.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since June 30, 2017, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp’s respective boards of directors and the sole stockholder of Acquisition Corp, certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) evidence as an exhibit of a recent date and within ten (10) days of the Effective Date of the good standing and corporate existence of Parent, issued by the Secretary of State of the State of Nevada; and (iii) such additional supporting documentation and other information with respect to the Financing Letter on such other terms transactions contemplated hereby as the Company may reasonably acceptable to the Companyrequest. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation of the Company Company’s obligations to consummate the transactions contemplated by Section 2.1 hereby in connection with the Closing are subject to satisfaction or, other than with respect to the prior satisfaction or condition set forth in Section 8.01(d) (which cannot be waived), waiver by the Company of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth in this Agreement shall Article IV and Article V (i) that are qualified by materiality will be true and correct in all respects or (ii) that are not qualified by materiality will be true and correct in all material respects respects, in each case, as of the Closing Date with the same force and effect as though made on the Closing Date (except for that those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak address matters only as of a specific time, which particular date shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed that date in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect.); (b) All of the conditions to Insurer and the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement Independent Fiduciary shall have been satisfied to performed and complied with their respective covenants and agreements hereunder through the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing in all material respects; -42- (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (di) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC no Order shall be required by any Governmental Entity to divest any material portion of its business in connection with the effect which prohibits consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement and (ii) no Material Litigation shall have been made and/or obtainedfiled or commenced and then be pending; (d) the Independent Fiduciary shall have confirmed that the Transactions continue to satisfy the ERISA Requirements because an Independent Fiduciary MAC has not occurred or, except in if an Independent Fiduciary MAC has occurred, it is not continuing on the case Closing Date; (e) the Company shall have confirmed that it may account for the transactions contemplated by this Agreement and the Ancillary Agreements as a settlement as contemplated under ASC 715; (f) a Transaction MAC has not occurred that continues as of a Third Party other than a Governmental Entitythe Closing Date; (g) the Administrative Services Agreement has been executed and delivered by each of the parties thereto; (h) each delivery contemplated by Section 2.03(a) and Section 2.03(b) shall have been delivered; (i) simultaneously with the Closing, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to Other Insurer and the Company have a Material Adverse Effect on executed the CompanyOther Group Annuity Contract; and (j) the agreements contemplated by Section 7.04 have been executed and delivered by each of the parties thereto.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the respective Articles or Certificate of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) evidence as an exhibit of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretaries of State of the State of Nevada and Delaware, respectively, and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (v) evidence of the election of Xxxxx Xxxxx, Xxxxxx Xxxxxxxxxx, Xx. Xxxxxxxx Xxxxx-Favara, Xxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxx Xxxx Xxxxxx and Xx. Xxxxxxxxxx Padova to the Financing Letter Parent’s Board of Directors and evidence of the resignation of Xxxxx Xxxxxxxxx from the Parent’s Board of Directors, effective as of the Closing Date; (vi) evidence of the election of Xxxxx Xxxxx as the Chief Executive Officer of the Parent, effective on the Closing Date and evidence of Xxxxx Xxxxxxxxx’x resignation as President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of Parent; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions, any of which may be waived in whole or in part by the Company: (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have been validly adopted and have not been amended or modified; (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Interwest Transfer Company, Inc., Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) evidence as of a recent date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary, except where the failure to be so qualified or in good standing, has not had and would not reasonably be expected to have a material adverse effect on the Condition of Parent; and (vi) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required to be given prior Evidence that Parent has cash in the bank in excess of $600,000. (g) Parent has no outstanding and unpaid liabilities except as set forth on Schedule 7.02(g) hereto; and (h) Parent shall have delivered to the Closing Date withCompany fully executed Lock Up Agreements between the Parent and the persons listed on Schedule 7.02(h) hereto, in form and all consents, approvals, authorizations, waivers and amendments required to be obtained prior substance substantially similar to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.Lock Up Agreements attached hereto as Exhibit G.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached as an exhibit extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the DE-Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (v) such additional supporting documentation and other information with respect to the Financing Letter on such other terms transactions contemplated hereby as the Company may reasonably acceptable to the Companyrequest. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company and the Stockholder Representative in writing) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall i) The Parent Fundamental Representations will be true and correct in all respects at and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on 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 timedate) and (ii) all other representations and warranties contained in Article IV of this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) 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 (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had, and would not have, a Parent Material Adverse Effect; (b) Parent and the Investor shall Merger Sub will have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company shall Written Stockholder Consent will have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.obtained; (d) The Company shares of Parent Common Stock to be issued as Parent Stock Consideration shall have obtained financing pursuant been approved for listing on Nasdaq, subject to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.official notice of issuance; (e) Neither the Company nor BOSC The Offer shall be required by any Governmental Entity to divest any material portion of its business have been completed in connection accordance with the consummation of the Merger or as a condition to the effectiveness of the Merger.Proxy Statement; (f) All notices required The applicable waiting periods, if any, under the HSR Act will have expired or been terminated; (g) No judgment, decree or order will have been entered that prevents the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be given prior rescinded; (h) The Aggregate Cash Amount minus Parent Transaction Expenses (excluding, solely for this purpose, the Company Proxy Expenses and the “Commitment Fee” and the “Closing Fee” payable pursuant to and as defined in the Closing Date withDebt Financing Commitment) shall not be less than $279,599,000 (the “Minimum Cash Amount”); (i) Parent shall have at least $5,000,001 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; (j) The Escrow Agreement will have been executed and delivered by Parent and the Escrow Agent; (k) The Chief Executive Officer of the Company and an additional designee selected by the Company, subject to Parent’s approval (not to be unreasonably withheld), and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation notified by the Company to Parent within thirty (30) days of the date hereof, shall have been approved and duly elected or appointed to the board of directors of Parent, effective as of the Closing, and Parent shall have offered each of these members the same opportunity to enter into an agreement for indemnification (in addition to the indemnification provided for in Parent’s organizational documents), effective as of the Closing and in the form attached hereto as Exhibit K; and (l) Parent will have delivered to the Company each of the following: (i) a certificate of an authorized officer of Parent and the Investor Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the preconditions specified in Section 8.02(a) and Section 8.02(b), as they relate to such entity, have been satisfied; (ii) certified copies of resolutions of the requisite holders of the voting shares of the Merger Sub approving the consummation of the transactions contemplated by this Agreement Agreement; and (iii) certified copies of the resolutions duly adopted by Parent’s board of directors (or its equivalent governing body) and the Merger Sub’s board of directors authorizing the execution, delivery and performance of this Agreement. If the Closing occurs, all closing conditions set forth in this Section 8.02 that have not been fully satisfied as of the Closing will be deemed to have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on waived by the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver of the following ----------- conditionsconditions as of the Closing: (a) All of the (i) The representations and warranties of the Investor set forth in this Agreement shall Article V (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 in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though then made on and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, and (ii) the representations and warranties set forth in Article V (disregarding all materiality and Material Adverse Effect qualifications contained therein) that address matters as of particular dates will be true and correct in all material respects as of such time, dates; (b) Parent and the Investor shall Merger Sub will have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company shall waiting period or required approval applicable to the transactions contemplated by this Agreement under the HSR Act will have expired (or early termination will have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have granted) or been satisfied.received; (d) The Company shall have obtained financing pursuant No Order has been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated by this Agreement, declare unlawful in any material respect the transactions contemplated by this Agreement, or cause such transactions to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.be rescinded; and (e) Neither Parent has delivered to the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation Representative (on behalf of the Stockholders, Optionholders and the Company, as applicable) each of the following: (i) a certificate of Parent, dated as of the Closing Date, stating that the conditions specified in Section 3.02(a) and Section 3.02(b) above have been satisfied; (ii) certified copies of the resolutions duly adopted by Parent’s board of directors and Merger or Sub’s board of directors authorizing the execution, delivery and performance of this Agreement; and (iii) certified copies of the resolutions duly adopted by Parent, as a condition to the effectiveness of Merger Sub’s sole stockholder, approving the Merger. (f) All notices required to be given prior to The Escrow Agreement shall have been duly executed and delivered by Parent and the Escrow Agent; and (g) The Paying Agent Agreement shall have been duly executed and delivered by the Parent and the Escrow Agent. If the Closing Date withoccurs, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to closing conditions set forth in this Section 3.02 which have not been fully satisfied as of the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement will be deemed to have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on waived by the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditionsconditions as of the Closing Date: (a) All each of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall Article 4 hereof will be true and correct as of such time) as of the Closing Date as though if made on and anew as of such timedate (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 such representation and warranty to be true and correct has not had a material adverse effect on Parent’s or Merger Sub’s ability to perform the Investor shall transactions contemplated hereby; (b) each of Parent and Merger Sub will have performed in all material respects all of its respective covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) under this Agreement that are required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; and (c) The Parent will have delivered to the Company shall have been provided with each of the following: (i) a certificate from an of Parent executed by a duly authorized officer thereof, dated as of the Investor certifying Closing Date, stating that the conditions precedent to the Company's obligations set forth preconditions specified in this Section shall subsections (a) and (b) hereof have been satisfied.; (dii) The Company shall have obtained financing pursuant to a copy of the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.Escrow Agreement, duly executed by Parent; (eiii) Neither certified copies of the Company nor BOSC shall be required resolutions duly adopted by any Governmental Entity to divest any material portion Parent’s board of its business in connection with directors (or equivalent governing body) and Merger Sub’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 the Merger or as all transactions contemplated hereby and thereby; and (iv) (A) a condition to the effectiveness certified copy of the Merger. certificate of incorporation or equivalent organizational document of Parent and Merger Sub and (fB) All notices required to be given prior to a certificate of good standing or equivalent certificate from the jurisdictions in which Parent and Merger Sub are incorporated or formed, in each case, dated within 30 days of the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyDate.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Articles of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate from the Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Nevada and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. (a) The obligation obligations of the Company hereunder to consummate issue the transactions contemplated by Section 2.1 are Amended and Restated Promissory Note and to issue and sell the Yield Enhancement Shares to Buyer at the Closing is subject to the prior satisfaction satisfaction, at or waiver before the Closing 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 by providing Buyer with prior written notice thereof: (ai) All Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Buyer shall have instructed the Escrow Agent to deliver to the Company the Purchase Price (less the amounts withheld by it pursuant to Section 4(g)) by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) [Reserved]. (iv) The representations and warranties of the Investor set forth in this Agreement Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timedate), and the Investor Buyer shall have performed performed, satisfied and complied in all material respects all covenants with the covenants, agreements and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) conditions required by this Agreement to be performed performed, satisfied or complied with by it under this Agreement Buyer at or prior to the Closing Date and the Date. Company shall have received a certificate signed certificates, executed by an executive officer authorized representative of the Investor Buyer, dated as of the Closing Date, to the foregoing effect.effect and as to such other matters as may be reasonably requested by Buyer, in substantially the form attached hereto as Exhibit H. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement[Reserved]. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Transactions, and the obligation of the Signing Shareholders to perform the covenants set forth in the Specified Sections, is subject to the prior satisfaction or waiver of the following ----------- conditionsconditions immediately before the Effective Time: (a) All of the The representations and warranties of the Investor set forth in Article V of this Agreement (i) shall have been, if qualified as to materiality or material adverse effect, true and correct and, if not so qualified, shall have been true and correct in all material respects, as of the date of this Agreement (except for such representations and warranties that address matters only as of a particular date, which shall only be true and correct (or true and correct in all material respects, as applicable), as of such date), and (ii) shall be, if qualified as to materiality or Material Adverse Effect, true and correct and, if not so qualified, shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materialityrespects, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on the Closing Date except (A) for such representations and warranties that address matters only as of a particular date, which shall only be true and correct (or true and correct in all material respects, as applicable), as of such timedate, and (B) for changes contemplated by this Agreement; (b) The Purchaser and the Investor Merger Sub shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior before the Closing; (c) All consents which are set forth on Schedule 4.04 shall have been obtained; (d) No action or proceeding before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement or the consummation of the Transactions, declare unlawful the Transactions or cause the Transactions to be rescinded; (e) The Purchaser shall have delivered to the Closing Date Company and the Company Shareholder Representative (on behalf of the Shareholders) a certificate, dated as of the Closing Date, stating that the conditions specified in Sections 3.02(a) and 3.02(b) have been satisfied; (f) The Purchaser shall have received delivered to the Company and the Shareholder Representative (on behalf of the Shareholders) a certificate signed by an executive officer the Secretary of the Investor Purchaser certifying as to (i) the foregoing effect.full force and effect of the certificate of incorporation and bylaws (or equivalent governing documents) of the Purchaser attached to such certificate as exhibits, (ii) the accuracy and full force and effect of resolutions adopted by the board of directors of the Purchaser regarding this Agreement and the Transactions and attached as one or more exhibits to such certificate and (iii) the names and signatures of the officers of the Purchaser authorized to sign this Agreement; (bg) All of the conditions The Purchaser shall have delivered to the obligations of the Company and BOSC to consummate the merger contemplated in Shareholder Representative (on behalf of the Shareholders) a certificate signed by the Secretary of the Merger Sub certifying as to (i) the full force and effect of the certificate of formation and bylaws of the Merger Sub attached to such certificate as exhibits, (ii) the accuracy and full force and effect of resolutions adopted by the board of directors of the Merger Sub and the sole shareholder of the Merger Sub regarding this Agreement and the Transactions and attached as one or more exhibits to such certificate and (iii) the "Merger"names and signatures of the officers of the Merger Sub authorized to sign this Agreement; (h) ------ capable of being satisfied prior The Closing Cash Consideration, the Escrow Amount and the Shareholder Representative Escrow Amount shall have been delivered by the Purchaser pursuant to the consummation terms of this Agreement; (i) The Certificates of Merger shall have been duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas; (j) The Escrow Agreement shall have been satisfied executed by the Escrow Agent and the Purchaser and shall have been delivered to the Company's reasonable satisfaction; (k) The holders of no more than 5% of the outstanding shares of Common Stock as of immediately before the Effective Time, unless in the failure ------ aggregate, shall have demanded (and shall not have waived or withdrawn their) appraisal rights pursuant to consummate Subchapter H with respect to such shares of Common Stock; (l) Xxxx Xxxxxxx and Xxxxx Xxxxx shall have each executed an Employment Agreement in a form that is mutually satisfactory to such Person and the Merger is due Purchaser; (m) The Purchaser shall have delivered to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided a resale exemption certificate with a certificate from an officer of the Investor certifying that the conditions precedent respect to the Company's obligations set forth ’s inventory, in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms a form reasonably acceptable to the Company.; and (en) Neither The Purchaser has, or has caused the Surviving Corporation to, obtain or maintain insurance policies for directors’ and officers’ liability, errors and omissions and pollution coverage, with such terms (including coverage periods) that are mutually satisfactory to the Purchaser and the Shareholder Representative, for the benefit of the Persons who are the beneficiaries of such types of policies that are maintained by the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given immediately prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyClosing.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Transhare Corporation, Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Transaction on the First Closing Date is subject to the prior satisfaction or waiver waiver, by the Company, on or prior to the First Closing Date of each of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth Purchaser contained in this Agreement shall be true and correct in all material respects (except for those at and as of the First Closing Date as if such representations and warranties that are qualified as to materiality, which shall be true were made at and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the First Closing Date as though made on and as of such timeDate, and the Investor Purchaser shall have performed in all material respects all agreements and covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required 58 hereby to be performed by it under this Agreement at or prior to or at the First Closing Date and Date. There shall be delivered to the Company shall have received a certificate (signed by an executive officer authorized person of the Investor Purchaser) to the foregoing effect. (b) All of the conditions consents, approvals, Permits and waivers from Governmental Entities and other parties necessary to the obligations of permit the Company and BOSC the Purchaser to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement Transaction shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreementobtained. (c) The Company Purchaser shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent delivered to the Company's obligations set forth Company the opinions of Xxxxxx, Xxxx & Xxxxxxxx, LLP, counsel to the Purchaser, in this Section shall have been satisfied.the form attached hereto as Exhibit H. (d) The Company No order enjoining the sale of the Securities or the Carlyle Warrants or the proposed issuance of the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Coversion Shares, the Warrant Shares or the Carlyle Warrant Shares shall have obtained financing pursuant been issued and no proceedings for such purpose shall be pending or threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over the Transaction. At the time of the Closing, the sale and issuance of the Securities, the Carlyle Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Coversion Shares, the Warrant Shares and the Carlyle Warrant Shares shall be legally permitted by all laws and regulations to which the term sheet attached as an exhibit to Company and the Financing Letter on such other terms reasonably acceptable to the CompanyPurchaser are subject. (e) Neither the Company nor BOSC The Supplemental Service Fee shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Mergerhave been terminated. (f) All notices required to be given prior The Purchaser shall have delivered to the Closing Date withCompany, unless waived in writing by the Company, such other documents relating to the Transaction as the Company or the Company's counsel may reasonably request. (g) The lender under the Credit Facility shall have executed and delivered the Credit Facility and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyrelated documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company Parent shall have obtained financing pursuant maintained its status as a company whose common stock is quoted on the OTC Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the CompanyClosing. (e) Neither Trading in the Company nor BOSC Parent Common Stock shall be required have not been suspended by the Commission or any Governmental Entity trading market at any time since the date of execution of this Agreement and the Parent Common Stock shall have been at all times since such date listed for trading on a trading market. (f) Investors shall have irrevocably committed to divest purchase such amount of Convertible Promisory Notes of Parent in the Private Placement that would result in aggregate net proceeds to Parent of at minimum of $1,500,000 and a maximum of $1,700,000 (excluding all fees payable to brokers and any material portion of its business other third party, including the Company’s legal counsel in connection with the Private Placement and the transactions contemplated hereby) (g) Parent shall have filed all reports or other documents required to be filed by Parent under the U.S. federal securities laws through the Closing Date, including without limitation Parent’s Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2011. (h) Parent shall have no more than 75,974,700 shares of Parent Common Stock held by stockholders acceptable to the Company (51,000,000 shares of which will be cancelled immediately following the Closing pursuant to that certain stock purchase agreement by and between the Parent and Xxxxxxx Xxxxxx)and no other securities, options, warrants or securities, obligations or instruments that are convertible or exercisable into (i) any securities of Parent, or (ii) securities or instruments convertible or exercisable into securities of Parent. (i) Parent shall have no Indebtedness for Borrowed Money outstanding at the Closing. (j) Parent shall have filed the appropriate corporate documentation with the Secretary of State of the State of Nevada (i) effecting a 1 for 3.4 forward stock split and (ii) changing the name of Parent to “Blue Calypso, Inc.” (k) Parent shall have filed a Schedule 14F-1 with the Commission notifying the Commission of the change in directors of Parent. (l) Parent shall have filed the appropriate documentation with the Financial Industry Regulatory Authority to properly change the symbol under which the shares of Parent Common Stock are traded on the OTC Bulletin Board to BCYP. (m) The Company shall have received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date withobtained, and all consentsmaterial consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, approvalsgovernmental body or agency has been threatened, authorizationsasserted or instituted to restrain or prohibit, waivers and amendments required or to be obtained prior to obtain substantial damages in respect of, the Closing Date from, any Third Party in connection with Merger Documents or the consummation by the Company and the Investor carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Action Stock Transfer Corp., Parent’s transfer agent and registrar, certifying, as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Nevada and the Secretary of State of the State of Delaware, as applicable, and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; (vii) an opinion from Parent’s legal counsel in form and substance reasonably satisfactory to the Company; and (viii) such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request. (n) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the conditions specified in this Agreement Section 7.02 as the Company may reasonably request. (o) No action or proceeding before any court, governmental body or agency shall have been made and/or obtainedthreatened, except asserted or instituted to restrain or prohibit, or to obtain substantial damages in the case of a Third Party other than a Governmental Entityrespect of, the failure to give such notice Merger Documents or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companycarrying out of the transactions contemplated by the Merger Documents.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction (or waiver by the Company in writing) of the following ----------- conditions: conditions as of the Closing: (a) All of the (i) The representations and warranties of the Investor set forth in this Agreement Article 5 (other than those representations and warranties that address matters as of particular dates) shall be true and correct (without giving effect to any materiality qualification or exception contained therein) in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though then made on and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, and (ii) the representations and warranties set forth in Article 5 that address matters as of particular dates shall be true and correct (without giving effect to any materiality qualification or exception contained therein) in all material respects as of such time, dates; (b) The Purchaser and the Investor Merger Sub shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and Closing; (c) The applicable waiting periods, if any, under the Company HSR Act shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company expired or been terminated, and BOSC all other similar antitrust and competition approvals required in order to consummate the merger transactions contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of by this Agreement shall have been satisfied to the Company's reasonable satisfactionobtained; (d) No judgment, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company decree or order shall have been provided with a certificate from an officer entered and not withdrawn, and no provision of applicable Law shall be in effect, which would prevent the performance of this Agreement or the consummation of any of the Investor certifying that transactions contemplated hereby, declare unlawful the conditions precedent transactions contemplated by this Agreement or cause such transactions to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. be rescinded; (e) Neither Purchaser shall not cause the Company nor BOSC shall be required by or any Governmental Entity to divest any material portion of its business Subsidiaries to (i) incur any Indebtedness in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by 12 this Agreement have been made and/or obtained, except in or (ii) pay any portion of the case of a Third Party other than a Governmental Entity, Merger Consideration using cash from the failure to give such notice Company or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyits Subsidiaries.

Conditions to the Company’s Obligations. The obligation obligations of the --------------------------------------- Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction or waiver (if permissible under applicable law) of the following ----------- conditionsconditions as of the Closing Date: (a) All of The representations and warranties set forth in Article VI hereof which are qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects, and the representations and warranties of the Investor set forth in this Agreement Article VI hereof which are not so qualified shall be true and correct in all material respects (respects, at and as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, except for those to the extent such representations and warranties that expressly relate to an earlier date (in which case such representations and warranties which are qualified as to "materiality, which " or "Material Adverse Effect" shall be true and correct in all respects respects, and except for those such representations and warranties that speak as of a specific time, which are not so qualified shall be true and correct as of such time) as of the Closing Date as though made in all material respects, on and as of such time, earlier date); (b) The Purchaser and the Investor Merger Sub shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company applicable waiting periods, if any, under the HSR Act shall have expired or been terminated and no objection to the transactions contemplated hereby shall have been provided with a certificate from an officer made by the Federal Trade Commission of the Investor certifying Department of Justice, and all other material governmental filings, consents, authorizations and approvals that are required to be made prior to the conditions precedent Effective Time for the consummation of the transactions contemplated hereby (all of which items are set forth on the Governmental Consents Schedule attached hereto) shall ------------------------------ have been made or obtained (as the case may be) on conditions, if any, reasonably satisfactory to the Company's obligations set forth in this Section ; (d) No (i) action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would nor (ii) any statute, rule or regulation shall have been satisfiedenacted, entered, promulgated or enforced by any court or governmental authority which would, prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) The Purchaser shall have delivered to the Company certified copies of the resolutions duly adopted by the Purchaser's and the Merger Sub's boards of directors and stockholders authorizing the execution, delivery and performance of this Agreement; and (f) The Purchaser shall have issued a warrant to The Beacon Group III-Focus Value Fund, L.P., as representative for the Stockholders, substantially in the form of Exhibit C. --------- (g) The Purchaser shall have entered into a recapitalization agreement with Newco (the "Recapitalization Agreement") and consummated the -------------------------- transactions contemplated thereby in accordance with its terms. (dh) The Company shall have obtained financing pursuant received from Xxxxxxxx & Xxxxx, counsel for the Purchaser, an opinion covering customary matters, which shall be addressed to the term sheet attached Company dated as an exhibit to of the Financing Letter on such other terms Closing Date and in form and substance reasonably acceptable satisfactory to the Company. (ei) Neither The Purchaser shall have delivered to the Company nor BOSC each of the following: (i) a certificate of the Purchaser, dated the Closing Date, stating that the conditions specified in subsections (a) through (g) hereof have been satisfied or waived (upon receipt by the Purchaser of written acknowledgment by the Company of any waiver by the Company), which certificate shall be required given by any Governmental Entity to divest any material portion such officer after reasonable inquiry but without personal liability of its business in connection with the consummation such officer; (ii) copies of the Merger or as a condition to the effectiveness of the Merger. (f) All notices third party and governmental consents and all other items required to be given delivered to the Company by Section 2.01(b) or this Section 3.02; and --------------- ------------ (iii) certified copies of the charter of the Purchaser, together with a good standing certificate from the Secretary of State of the Purchaser's jurisdiction and each other state in which the Purchaser is qualified as a foreign corporation to do business, each dated as of a recent date prior to the Closing Date withDate. If the Company elects to waive the delivery of any documents, and all consentsconsents or certificates or closing condition set forth in this Section 3.02, approvals, authorizations, waivers and amendments required no claim or ------------ right to be obtained prior indemnified for failure to obtain such documents, consents or certificates or closing condition shall be available to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyPurchaser Indemnified Parties.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver of the following ----------- conditionsconditions at or prior to the Effective Time: (a) All of the representations and warranties of the Investor set forth in ARTICLE VI of this Agreement qualified as to materiality shall be true and correct, and those not qualified by materiality shall be true and correct in all material respects (respects, in each case, as of the date of this Agreement and as of the Closing Date, except for those to the extent that such representations and warranties that are expressly speak as of an earlier date (in which case such representations and warranties qualified as to materialitymateriality shall be true and correct, which and those not qualified by materiality shall be true and correct in all respects and except for those representations and warranties that speak as of a specific timematerial respects, which shall be true and correct as of such time) as of the Closing Date as though made in each case, on and as of such time, earlier date); (b) the Purchaser and the Investor Merger Sub shall have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed and complied with by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company all consents which are set forth on the attached Required Authorizations Schedule shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.obtained; (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC no action or proceeding before any Governmental Body shall be required by any Governmental Entity to divest any material portion pending wherein an unfavorable Order would prevent the performance of its business in connection with this Agreement or the consummation of the Merger or as a condition to the effectiveness any of the Merger. (f) All notices required to be given prior to the Closing Date withtransactions contemplated hereby, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) the Purchaser shall have delivered to the Representative (on behalf of the Stockholders and the Optionholders) a certificate, dated as of the Closing Date, certifying that the conditions specified in Sections 4.02(a) and 4.02(b) have been made and/or obtainedsatisfied; (f) the Purchaser shall have delivered to the Representative (on behalf of the Stockholders and Optionholders) a certificate signed by an officer of the Purchaser, except dated as of the Closing Date, certifying (A) that the certificate of incorporation of the Purchaser attached as an exhibit to such certificate has not been amended or rescinded since the date of such certification and remains in full force and effect as of the case Closing, (B) that the bylaws of a Third Party other than a Governmental Entitythe Purchaser attached as an exhibit to such certificate have not been amended or rescinded since the date of such bylaws and remain in full force and effect as of the Closing, (C) that the copies of the resolutions adopted by the board of directors of the Purchaser regarding this Agreement and the transactions contemplated hereby and attached as one (1) or more exhibits to such certificate are genuine, complete, accurate and remain in full force and effect as of the Closing, and (D) as to the incumbency of, and the names and signatures of, the failure officers of the Purchaser authorized to give execute and deliver this Agreement and the Purchaser Documents on behalf of the Purchaser; (g) the Purchaser shall have delivered to the Representative (on behalf of the Stockholders and Optionholders) a certificate signed by an officer of the Merger Sub, dated as of the Closing Date, certifying (A) that the certificate of incorporation of the Merger Sub attached as an exhibit to such notice certificate has not been amended or obtain rescinded since the date of such consentcertification and remains in full force and effect as of the Closing, approval(B) that the bylaws of the Merger Sub attached as an exhibit to such certificate have not been amended or rescinded since the date of such bylaws and remain in full force and effect as of the Closing, authorization(C) that the copies of the resolutions adopted by the board of directors of the Merger Sub and the stockholders of the Merger Sub regarding this Agreement and the transactions contemplated hereby and attached as one (1) or more exhibits to such certificate are genuine, waiver or amendment would not be likely complete, accurate and remain in full force and effect as of the Closing, and (D) as to the incumbency of, and the names and signatures of the officers of the Purchaser authorized to execute and deliver this Agreement and the Merger Sub Documents on behalf of the Merger Sub; (h) the Escrow Agreement shall have a Material Adverse Effect on been executed by the Escrow Agent and the Purchaser and shall have been delivered to the Company; (i) the Merger Consideration, the General Escrow Amount, the Adjustment Escrow Amount, the Representative Holdback Amount and all other payments required to be made by the Purchaser hereunder shall have been delivered by the Purchaser pursuant to the terms of this Agreement; and (j) the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware.

Conditions to the Company’s Obligations. The obligation of the Company and the Representative (on behalf of the Members and Optionholders) to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or or, to the extent permitted by Law, waiver of the following ----------- conditionsconditions immediately prior to the Effective Time: (a) All of (i) the representations and warranties of the Investor set forth in Sections 6.01 (Organization and Corporate Power), 6.02 (Authorization) and 6.03 (No Violation) shall have been true and correct in all respects as of the date of this Agreement and as of the Closing Date, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall be have been true and correct in all respects as of such earlier date); (ii) the representation and warranty set forth in Section 6.06 (Brokerage) shall have been true and correct in all respects (except for de minimis variances and any variances resulting from the transactions contemplated by this Agreement) as of the date of this Agreement and as of the Closing Date; and (iii) the other representations and warranties set forth in Article VI shall have been true and correct in all material respects (as of the date of this Agreement and as of the Closing Date, except for those representations and warranties that are qualified as which expressly relate to materiality, an earlier date (in which case such representations and warranties shall be have been true and correct in all material respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such timeearlier date); (b) as of the Closing Date as though made on and as of such time, Purchaser and the Investor Merger Sub shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date Closing; (c) the Purchaser shall have delivered to the Company and the Company shall have received Representative (on behalf of the Members and Optionholders) a certificate signed by an executive officer of the Investor to Purchaser in the foregoing effect.form of Exhibit I, dated as of the Closing Date, certifying that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied (the “Purchaser Closing Certificate”); (bd) All of the conditions Purchaser shall have delivered to the obligations of the Company and BOSC to consummate the merger contemplated Representative (on behalf of the Members and Optionholders) a certificate in the form of Exhibit J signed by the Secretary or the Assistant Secretary of the Purchaser certifying as to (i) the certificate of incorporation and bylaws (or equivalent governing documents) of the Purchaser and Merger Sub and (ii) the names and signatures of the officers of the Purchaser and the Merger Sub authorized to sign this Agreement (the "Merger"“Purchaser Secretary’s Certificate”); (e) ------ capable of being satisfied prior to the consummation of this Purchase Price Adjustment Escrow Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach executed by the Company of Escrow Agent and the Merger Agreement. (c) The Company Purchaser and shall have been provided with a certificate from an officer delivered to the Company and the Representative (on behalf of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger.Members and Optionholders); and (f) All notices required to be given the Merger Sub shall have paid all franchise Taxes due and payable by it immediately prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyEffective Time.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which i) The Parent Fundamental Representations shall be true and correct in all respects and except for those (except, with respect to the representations and warranties that speak as of a specific timeset forth in Section 4.02 and Section 4.03, which shall be true to the extent de minimis) at and correct as of such time) as of the Closing Date as though made on 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 timedate) and (ii) all other representations and warranties contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) 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 (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had, and would not have, a Parent Material Adverse Effect; (b) The Parent and the Investor Merger Sub shall have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company applicable waiting periods, if any, under the HSR Act shall have expired or been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.terminated; (d) The Company No judgment, decree or order shall have obtained financing pursuant been entered which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.be rescinded; and (e) Neither The Parent shall have delivered to the Company nor BOSC shall be required by any Governmental Entity each of the following: (i) a certificate of an authorized officer of the Parent and the Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the preconditions specified in Sections 7.02(a) and 7.02(b), as they relate to divest any material portion such entity, have been satisfied; (ii) certified copies of its business in connection with resolutions of the consummation requisite holders of the voting shares of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with Sub approving the consummation by the Company and the Investor of the transactions contemplated by this Agreement; and (iii) certified copies of the resolutions duly adopted by the Parent’s Board of Directors (or its equivalent governing body) and the Merger Sub’s Board of Managers authorizing the execution, delivery and performance of this Agreement; and (f) The Escrow Agreement and Escrow Securityholders Side Letter shall have been made and/or obtainedexecuted and delivered by the Parent and the Escrow Agent, except as applicable. If the Closing occurs, all closing conditions set forth in this Section 7.02 which have not been fully satisfied as of the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not Closing shall be likely deemed to have a Material Adverse Effect on been waived by the Company.

Conditions to the Company’s Obligations. The obligation of the --------------------------------------- Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver of the following ----------- conditionsconditions as of the Closing Date: (a) All of the The representations and warranties of the Investor set forth in this Agreement Article V --------- shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date (without giving any effect to any update or amendment to the schedules hereto between the date of this Agreement and the Closing Date and without giving effect to any materiality qualifications contained therein) with the same force and effect as though made at and as of the Closing Date (except for those representations and warranties that are qualified to the extent any representation or warranty is made as to materialityof a particular date, in which case, such representation or warranty shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on at and as of such timeparticular date), except where the failure of such representations and warranties to be so true and correct would not be materially adverse to the Investor ability of Buyer and Merger Sub to consummate the transactions contemplated by this Agreement; (b) Each of Buyer and Merger Sub shall have performed in all material respects all covenants the covenants, obligations and other agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed or complied with by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor Closing, except where any failure to perform any covenant, obligation or agreement would not be materially adverse to the foregoing effect. (b) All ability of the conditions to the obligations of the Company Buyer and BOSC Merger Sub to consummate the merger transactions contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of by this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.; (c) The Company Each of the material clearances, waivers, consents and approvals or other authorizations of Governmental Entities listed on the Authorization Schedule and marked with an asterisk shall have been provided with a certificate from an officer of obtained ---------------------- or satisfied and the Investor certifying that applicable waiting periods, if any, under the conditions precedent to the Company's obligations set forth in this Section HSR Act shall have expired or have been satisfied.terminated, in each case, subject to Section ------- 8.03; ---- (d) The Company No judgment, decree or order shall have obtained financing pursuant to been entered which would prevent the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion performance of its business in connection with this Agreement or the consummation of the Merger or as a condition to the effectiveness any material part of the Merger. (f) All notices required to be given prior to the Closing Date withtransactions contemplated hereby, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of declare void or unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) Buyer and Merger Sub shall have delivered to the Company a certificate in the form set forth as Exhibit C, dated the Closing Date, --------- stating that the preconditions specified in subsections (a) and (b) have been made and/or obtainedsatisfied; (f) Each of Buyer and Merger Sub shall have delivered to the Company certified copies of the resolutions duly adopted by its respective board of directors (or its equivalent governing body), except and, in the case of Merger Sub, also by its stockholders, authorizing its execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a Third Party party, and the consummation of all transactions contemplated hereby and thereby; (g) All other than a Governmental Entity, conditions set out in Section 3.02 of the failure to give LLC Merger Agreement shall have been (or shall be capable of being as of such notice date) satisfied or obtain duly waived in accordance with the terms of such consent, approval, authorization, waiver or amendment would not be likely to LLC Merger Agreement; and (h) Buyer shall have a Material Adverse Effect on delivered the Company.consideration contemplated by Section 2.05(b). ---------------

Conditions to the Company’s Obligations. The obligation of the Company and the Shareholders to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver of the following ----------- conditions:conditions immediately prior to the Effective Time (any or all of which may be waived by the Company to the extent permitted by applicable Legal Requirements): (a) All of the representations and warranties of the Investor set forth in Section 7 of this Agreement shall be have been true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a another specific time, which shall only need be true and correct as of such timedate) as except for: (i) such inaccuracies (without regard to qualifications regarding material adversity) as, individually or in the aggregate, have not had or would not reasonably be expected to adversely affect the ability of Buyer or Merger Sub to consummate the Closing Date as though made on transactions contemplated by this Agreement; and as of such time, (ii) changes contemplated by this Agreement or resulting from any action or inaction expressly consented to in writing by Buyer; (b) Buyer and the Investor Merger Sub shall have performed in all material respects all of the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Buyer shall have been provided with delivered to the Representative (on behalf of the Shareholders) each of the following: (i) a certificate from an officer of Buyer, dated as of the Investor certifying Closing Date, stating that the conditions precedent to the Company's obligations set forth specified in this Section shall Sections 10.2(a) and 10.2(b) have been satisfied.; (ii) a certificate of Buyer, dated as of the Closing Date, certifying as to the accuracy and full force and effect of resolutions adopted by the board of directors of Buyer regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate; (iii) a certificate of Merger Sub, dated as of the Closing Date, certifying as to (A) the full force and effect of the articles of incorporation and bylaws of Merger Sub attached to such certificates as exhibits, and (B) the accuracy and full force and effect of resolutions adopted by the board of directors of Merger Sub and Buyer as the sole shareholder of Merger Sub regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate; (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to Preliminary Merger Consideration (less the Financing Letter on such aggregate the Indemnity Holdback Amount and the Adjustment Holdback Amount), the Indemnity Holdback Amount, the Adjustment Holdback Amount, and all other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices payments required to be given made by Buyer on or prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior hereunder shall have been delivered by Buyer pursuant to the Closing Date from, any Third Party in connection with the consummation by terms of this Agreement; (e) the Company and the Investor Ntrepid shall have executed and delivered a Subcontract Agreement, dated as of the transactions contemplated by this Agreement Closing Date, in form and substance reasonably satisfactory to Buyer and the Representative, relating to the Contracts listed on Schedule 10.2(e); and (f) Buyer, Merger Sub and the Escrow Agent shall have been made and/or obtained, except in executed and delivered the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyEscrow Agreement.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Transactions is subject to the prior satisfaction (or waiver by the Stockholders’ Representative in writing) of the following ----------- conditionsconditions as of the Closing: (a) All of (i) the representations and warranties of the Investor set forth in this Agreement ARTICLE IV (other than those representations and warranties that address matters as of particular dates) shall be true and correct (without giving effect to any materiality qualification or exception contained therein) in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on then made, and (ii) the representations and warranties set forth in ARTICLE IV that address matters as of particular dates shall be true and correct (without giving effect to any materiality qualification or exception contained therein) in all material respects as of such timedates, except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) (but excluding the representations and warranties set forth in Sections 4.01, 4.02 and 4.05) to be so true and correct has not had, and would not reasonably be expected to have individually or in the Investor aggregate, an adverse effect in any material respect; (b) Purchaser and Merger Sub shall have performed or complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed or complied with by it under this Agreement and the other documents contemplated hereby at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Purchaser shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent delivered to the Company's obligations set forth in this Section shall have been satisfied.Stockholders’ Representative the Merger Consideration and the Representative Expense Amount, by wire transfer of immediately available funds to the account(s) designated by the Stockholders’ Representative; (d) The Company Concurrent with the Closing, the Lawn Doctors Merger shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.be consummated; (e) Neither the Company nor BOSC debt refinancing transactions described on Schedule 2.02(e) shall be required by any Governmental Entity to divest any material portion of its business in connection with consummated (the consummation of the Merger or as a condition to the effectiveness of the Merger.“SBIC Debt Financing Transactions”); (f) All notices required to be given prior written consent, in form and substance reasonably satisfactory to the Closing Date withStockholders’ Representative, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement Agreement, the Lawn Doctors Merger and the SBIC Debt Financing Transactions shall have been made and/or obtainedobtained from (i) the Advisory Committee (the “Advisory Committee Consent”) and (ii) Lawn Doctor Senior Lender (the “Lawn Doctor Senior Lender Consent”); (g) Purchaser shall have delivered to the Stockholders’ Representative a certificate executed by an officer of Purchaser and Merger Sub, except in form and substance reasonably acceptable to the case Stockholders’ Representative, dated as of a Third Party other than a Governmental Entitythe Closing Date, stating that the failure conditions to give closing specified in Sections 2.02(a) and (b) have been satisfied; and (h) no judgment, decree or order shall have been entered and not withdrawn which would restrain or prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such notice or obtain such consent, approval, authorization, waiver or amendment would not Transactions to be likely to have a Material Adverse Effect on the Companyrescinded.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall i) The Parent Fundamental Representations will be true and correct in all respects at and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on 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 timedate) and (ii) all other representations and warranties contained in Article IV of this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein, other than with respect to Section 4.08(a)) 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 (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein, other than with respect to Section 4.08(a)) has not had, and the Investor shall would not have, a Parent Material Adverse Effect; (b) Parent and Merger Sub will have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Parent Ordinary Shares to be issued as the Merger Consideration Shares shall have been provided with a certificate from an officer approved for listing on Nasdaq, subject to official notice of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section issuance; (d) The Parent Shareholder Approval shall have been satisfied.obtained; (de) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated; (f) No Order will have been entered and no Law will be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded; (g) Parent shall have at least $7,500,000 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; (h) The persons identified in Schedule 1.04(b) of the Parent Disclosure Letter shall have been approved and duly elected or appointed to the Parent Board, effective as of the Closing; (i) The Company shall have obtained financing pursuant an opinion of Sidley (or if Sidley is unable to issue such an opinion, of another nationally recognized law firm proposed by the term sheet attached as an exhibit to the Financing Letter on such other terms Company that is reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company., to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications (the “Company Tax Opinion”); (ej) Neither The Company shall have received a duly executed counterpart signature page for Parent to the Registration Rights Agreement, the Lock-Up Agreements and the Escrow Agreement; (k) The Domestication shall have been completed; (l) There will not have been a Parent Material Adverse Effect since the date hereof; and (m) Parent will have delivered to the Company nor BOSC shall be required by any Governmental Entity each of the following: (i) a certificate of an authorized officer of each of Parent and Merger Sub in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Section 8.02(a) and Section 8.02(b), as they relate to divest any material portion such entity, have been satisfied; (ii) certified copies of its business in connection with resolutions of the consummation requisite holders of the voting shares of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with Sub approving the consummation by the Company and the Investor of the transactions contemplated by this Agreement Agreement; (iii) certified copies of the resolutions duly adopted by Parent Board (or its equivalent governing body) and Merger Sub’s board of directors authorizing the execution, delivery and performance of this Agreement; and (iv) written resignations, in forms satisfactory to the Company, dated as of the Closing Date and effective as of the Closing, executed by (A) all officers of Parent and (B) all persons serving as directors of Parent immediately prior to the Closing who are not set forth on Schedule 1.04(b) of the Company Disclosure Letter. If the Closing occurs, all closing conditions set forth in this Section 8.02 that have not been fully satisfied as of the Closing will be deemed to have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on waived by the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate close the transactions contemplated by Section 2.1 are hereby is subject to the prior satisfaction fulfillment or waiver of each of the following ----------- conditionsconditions on or prior to the Closing Date: (a) All each of the representations and warranties of the Investor set forth Purchaser and Merger Sub contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as read without regard to materiality, which any materiality qualifiers) shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true the date hereof and correct as of such time) as of the Closing Date as though made on and as of the Closing Date (other than such timerepresentations and warranties that are expressly made as of an earlier date which need only be true and correct in all respects of such earlier date), except where the failure of such representations and warranties to be true and correct in all respects, in the Investor aggregate, would not reasonably be expected to have a material adverse effect on the ability of Purchaser or Merger Sub to consummate the transactions contemplated hereby; (b) Each of Purchaser and Merger Sub shall have performed in all material respects all covenants and agreements (except for the payment of cash Purchaser and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) Merger Sub required to be performed by it Purchaser and Merger Sub, as applicable, under this Agreement at or prior to the Closing Date Date; provided, that Purchaser’s and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the Merger Sub’s payment obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of under this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.fully complied with and performed in all respects; (c) The Company no Action shall have been provided with commenced, and not have been terminated, by any Governmental Authority on any grounds to restrain, enjoin or prohibit the consummation of the transactions contemplated hereby; and (d) Purchaser and Merger Sub shall have delivered to the Company each of the following: (i) a certificate from an of each of Purchaser and Merger Sub, executed by a duly authorized officer thereof, dated as of the Investor Closing Date, certifying that the conditions precedent to the Company's obligations set forth specified in this Section shall 6.1(a) and Section 6.1(b) have been satisfied.; (dii) The the Escrow Agreement, executed by Purchaser, Merger Sub and the Escrow Agent; (iii) the Paying Agent Agreement, in the form attached hereto as Exhibit L, executed by Purchaser and the Paying Agent; (iv) copies of the Warranty Policies, brought down and effective as of Closing; and (v) a final copy of the D&O Policy and evidence that the premiums will be paid and the D&O Policy will be effective at the Closing. Any agreement or document to be delivered to the Company shall have obtained financing pursuant to this Section 6.1, the term sheet form of which is not attached to this Agreement as an exhibit to the Financing Letter on such other terms exhibit, shall be in form and substance reasonably acceptable satisfactory to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger and the Articles of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of American Registrar & Transfer Co., Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company and the Representative (on behalf of the Stockholders and Optionholders) to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction (or waiver waiver) of the following ----------- conditionsconditions immediately prior to the Effective Time: (a) All of the representations and warranties of the Investor set forth in this Agreement Article V (i) that are not qualified by “material”, “materiality”, “materially” or other qualification(s) based on materiality shall be true and correct in all material respects (except both as of the date of this Agreement and as of the Closing Date, except: for those such representations and warranties which expressly relate to an earlier date or period, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or period, and (ii) that are qualified as to by “material”, “materiality”, which “materially” or other qualification(s) based on materiality shall be true and correct in all respects and except for those representations and warranties that speak both as of a specific time, which shall be true the date of this Agreement and correct as of such time) as of the Closing Date as though made on Date, except for such representations and warranties which expressly relate to an earlier date or period (in which case such representations and warranties shall have been true and correct in all respects as of such time, earlier date or period); (b) the Purchaser and the Investor shall Merger Sub must have duly performed or complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed or complied with by it them under this Agreement at or prior to the Closing Date Closing; (c) the Purchaser must have delivered to the Company and the Company shall have received Representative (on behalf of the Stockholders and Optionholders) a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated Purchaser in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms form reasonably acceptable to the Company., dated as of the Closing Date, certifying that the conditions specified in Sections 3.02(a) and 3.02(b) have been satisfied; (d) the Purchaser must have delivered to the Company and the Representative (on behalf of the Stockholders and Optionholders) a certificate in a form reasonably acceptable to the Company signed by the Secretary or the Assistant Secretary of the Purchaser certifying as to: (i) the articles of incorporation and bylaws (or equivalent governing documents) of the Purchaser and Merger Sub; (ii) the resolutions adopted by the board of directors of the Purchaser and the Merger Sub regarding this Agreement and the transactions contemplated hereby; and (iii) the names and signatures of the officers of the Purchaser and the Merger Sub authorized to sign this Agreement; and (e) Neither the Company nor BOSC shall be required Escrow Agreement must have been executed by any Governmental Entity to divest any material portion of its business in connection with the consummation each of the Merger or as a condition Escrow Agent and the Purchaser and must have been delivered to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor Representative (on behalf of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyStockholders and Optionholders).

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Island Stock Transfer Co., Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation of the Company hereunder to consummate issue and allot the transactions contemplated by Section 2.1 are Preference Shares to each Buyer at the Initial Closing and each Subsequent Closing is subject to the prior satisfaction satisfaction, at or waiver before the applicable Closing 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 by providing each Buyer with prior written notice thereof: (a) All Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) In the case of the Initial Closing, such Buyer and each other Buyer shall have delivered to the Escrow Agent the Initial Purchase Price (less, in each case, the amounts withheld pursuant to Section 4(g)) for the Preference Shares being subscribed for by such Buyer on the date of this Agreement by wire transfer of immediately available funds in accordance with the wire instructions provided by the Escrow Agent. (c) On the Initial Closing Date, the Escrow Agent shall have released the Initial Purchase Price (less, in each case, the amounts withheld pursuant to Section 4(g)) for the Preference Shares being subscribed for by such Buyer on the Initial Closing Date to the Company by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company to the Escrow Agent. (d) In the case of each Subsequent Closing, such Buyer and each other Buyer shall have delivered to the Company the applicable Subsequent Purchase Price (less, in each case, the amounts withheld pursuant to Section 4(g)) for the Preference Shares being purchased by such Buyer at the applicable Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Escrow Agent. (e) The representations and warranties of the Investor set forth in this Agreement such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific timedate, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timespecific date), and the Investor such Buyer shall have performed performed, satisfied and complied in all material respects all covenants with the covenants, agreements and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) conditions required by this Agreement to be performed performed, satisfied or complied with by it under this Agreement such Buyer at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the MergerDate. (f) All notices required to be given prior to the Closing Date withNo statute, and all consentsrule, approvalsregulation, authorizationsexecutive order, waivers and amendments required to be obtained prior to the Closing Date fromdecree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any Third Party in connection with court or Governmental Entity of competent jurisdiction that prohibits the consummation by the Company and the Investor of any of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyTransaction Documents.

Conditions to the Company’s Obligations. The Company's obligation of the Company to consummate the transactions contemplated by Section 2.1 are hereby in connection with the Closing is subject to the prior satisfaction or waiver by the Company of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth in this Agreement Article IV and Article V (i) that are qualified by materiality shall be true and correct in all respects or (ii) that are not qualified by materiality shall be true and correct in all material respects (except for those representations and warranties that are qualified as with respect to materialitySection 5.8(c), which shall will be true and correct in all respects and except for those representations and warranties that speak as of a specific timerespects), which shall be true and correct as of such time) in each case, as of the Closing Date with the same force and effect as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect.Date; (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement Independent Fiduciary shall have been satisfied to performed and complied with its covenants hereunder through the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing in all material respects; (c) The Company the Insurer shall have been provided performed and complied with a certificate from an officer of its covenants and agreements hereunder through the Investor certifying that the conditions precedent to the Company's obligations set forth Closing in this Section shall have been satisfied.all material respects; (d) The Company the Insurer shall have obtained financing pursuant to received all of the term sheet attached Governmental Approvals set forth in Appendix 8.2(d) and identified as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.“Required For Closing”; (e) Neither the Company nor BOSC Plan shall be required by any have received all material Governmental Entity to divest any material portion of its business Approvals set forth in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger.Appendix 8.2(e); (f) All notices required to (i) no Order shall be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, in effect which prohibits consummation of any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement and (ii) no Material Litigation shall have been made and/or obtained, except in filed or commenced and then be pending (or shall continue to be threatened to be initiated by a Governmental Authority); (g) the case Company shall have confirmed that it may account for the transactions contemplated by this Agreement and the Ancillary Agreements as a settlement as contemplated under ASC 715; (h) no Transaction MAC shall have occurred and be continuing as of a the Closing Date; (i) the Closing Final Premium calculated by the Independent Third Party other than a Governmental Entity(or, if applicable pursuant to Section 2.9, the failure to give Company) is less than the Closing Final Premium calculated by the Insurer [**********], in each case as the Closing Final Premium is calculated by such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect Person on the CompanyClosing Date in accordance with Section 2.9; NYI-4483146v3 64 (j) each delivery contemplated by Section 2.2(b) shall have been delivered; and (k) the Independent Fiduciary shall have confirmed that the Transaction satisfies ERISA and applicable guidance, including Interpretive Bulletin 95-1, because, since the DTFA Execution Date, there has not occurred an Independent Fiduciary MAC that continues as of the Closing Date.

Conditions to the Company’s Obligations. The obligation obligations of the Company under this Agreement, (including, without limitation, the obligation to consummate and effect the transactions contemplated by Section 2.1 are exchange of shares), shall be subject to the prior satisfaction or waiver of the following ----------- conditions, unless waived by the Company: (a) Hampton and the Shareholder shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) All of the representations and warranties of Hampton and the Investor set forth Shareholder herein shall have been true and correct in this Agreement all material respects when made (or will have been made true and correct by the Closing Date), shall have continued to have been true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects (except for those representations on and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and on, as of and with reference to such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Company There shall not have been provided occurred any material adverse change with a certificate from an officer of the Investor certifying that the conditions precedent respect to the Company's obligations set forth in this Section shall have been satisfied.Assets or Hampton (d) The Company Hampton and the Shareholder shall have obtained financing pursuant executed and delivered to the term sheet attached as an exhibit Company all documents necessary to the Financing Letter on such other terms reasonably acceptable transfer all issued and outstanding shares of common stock of Hampton to the Company, as contemplated by this Agreement. (e) Neither Hampton and the Shareholder shall have delivered to Company an opinion, dated the Closing Date, substantially in a form reasonably satisfactory to the Company nor BOSC which shall be required by any Governmental Entity to divest any material portion of its business include the subject matter contained in connection with the consummation of the Merger or as a condition to the effectiveness of the MergerSection 3.1 (a) (b), (c) and (g). (f) All notices Hampton and the Shareholder agree to file or cause to have filed any federal, state, and local tax returns as required to for the Company from the time of its incorporation until the Closing Date. A copy of all such returns will be given prior provided to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior Company as soon as practicable after their filing. Notwithstanding anything else contained herein to the contrary, in the event that Hampton is not able to provide the Company within 75 days of Closing Date fromwith audited financial statements for the year end December 31, any Third Party 2003 in connection compliance with the consummation rules and regulation of the Securities and Exchange Commission, this Agreement may be rescinded and the Company shall instruct the transfer agent to return the share certificates to Tels and Tels shall be obligated to return to Hampton the share certificates delivered by the Company Shareholder to Hampton. (g) At Closing, Hampton shall deliver to Tels a Board resolution appointing Ron Wolfbauer and David Brandt to the Investor Board of Directors of Hampton anx Xxxxxxx xxxll be xxxxxxxxx xo the transactions contemplated by this Agreement have been made and/or obtained, except in the case Board of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyDirectors of Tels.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver of the following ----------- conditionsconditions as of the Closing Date: (a) All (i) The representations and warranties set forth in ARTICLE V (other than the Purchaser Fundamental Reps) shall be true and correct as of the Closing Date as though then made, in each case without giving effect to materiality, material adverse effect or similar phrases in the representations and warranties warranties, except for any failure of any such representations and warranties, to be true and correct that has not had a material adverse effect on the ability of the Investor set forth in Purchaser or Merger Sub to consummate the transactions contemplated by this Agreement Agreement, and (ii) the Purchaser Fundamental Reps shall be true and correct in all material respects respects; (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such timeb) as of the Closing Date as though made on and as of such time, The Purchaser and the Investor Merger Sub shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) that are required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company applicable waiting periods, if any, under the HSR Act shall have expired or been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.terminated; (d) The Company consents and notices set forth on Consents Schedule shall have been obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.or made; (e) Neither No injunction, judgment, decree or order shall have been entered, and no statute, rule, regulation or executive order promulgated or enacted, which prevents or prohibits the Company nor BOSC shall be required by any Governmental Entity to divest any material portion performance of its business in connection with this Agreement or the consummation of the Merger transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or as a condition causes such transactions to the effectiveness of the Merger.be rescinded; and (f) All notices required to be given prior The Purchaser and the Merger Sub shall have delivered to the Closing Date withCompany: (i) a certificate of the Purchaser and the Merger Sub, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to dated as of the Closing Date fromDate, any Third Party stating that the conditions specified in connection with Sections 3.02 (a) and 3.02(b) have been satisfied; (ii) certified copies of resolutions of the requisite holders of the voting membership interests of the Purchaser and the voting stock of the Merger Sub approving the consummation by the Company and the Investor of the transactions contemplated by this Agreement and the other Sale Documents; and (iii) certified copies of the resolutions duly adopted by the Purchaser’s manager (or its equivalent governing body) and the Merger Sub’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Sale Documents. If the Closing occurs, all closing conditions set forth in this Section 3.02 which have not been fully satisfied as of the Closing shall be deemed to have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on waived by the Company.

Conditions to the Company’s Obligations. The obligation of Company's obligations to sell the Purchased Shares and to take the other actions required to be taken by the Company to consummate at the transactions contemplated by Section 2.1 are Closing is subject to the satisfaction, at or prior satisfaction or waiver to the Closing, of each of the following ----------- conditions:conditions (any of which may be waived by the Company, in whole or in part): (a) All of the The representations and warranties of the Investor set forth Purchaser contained in this Agreement shall be true and correct in all material respects (except for those representations on and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent any such timerepresentations and warranties are stated to be made as of a specific date, in which case they shall be true in all material respects as of such date, and the Investor Purchaser shall have performed in all material respects all covenants obligations required pursuant to the terms of this Agreement or any of the other Transactional Agreements to be performed or observed by either of them on or prior to the Closing. (b) The Purchaser shall have delivered to the Company a certificate, executed by an executive officer of the Purchaser, dated the date of the Closing, setting forth the Purchaser's representation that the conditions set forth in Section 4.2(a) above shall have been satisfied. (c) The Purchaser shall have obtained any and agreements all consents, permits, waivers and approvals necessary or appropriate for consummation of the Transactions (except for such as may be properly obtained subsequent to the payment Closing). (d) There shall be no injunction, writ, preliminary restraining order or other order in effect of cash any nature issued by a court or governmental agency of competent jurisdiction directing that the Transactions not be consummated in the manner provided for in this Agreement and the delivery other Transactional Agreements. No action or proceeding shall have been instituted and remain pending before a court or other governmental body of competent jurisdiction to restrain, prohibit or otherwise challenge any of the BOSC DebenturesTransactions (or seeking material damages from the Purchaser or the Company as a result thereof), other than any such action or proceeding which shall be performed in all respects, without regard to materialitywould not have a material adverse effect on the Company or prevent the Company or the Purchaser from performing their respective obligations hereunder or under any of the other Transactional Agreements. (e) required to be performed by it under this Agreement at On or prior to the Closing Date and Date, if the Purchaser is organized in the United States, the Company shall have received a certificate signed by an executive officer of the Investor Secretary of State (or equivalent agency) of the state of the Purchaser's organization, as to the foregoing effect. (b) All good standing of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Mergerparty. (f) All notices required to be given prior The IPO shall have been closed. (g) Concurrently with such sale, the Purchaser shall have paid to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Company the Closing Date from, any Third Party in connection with Purchase Price for the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyPurchased Shares.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions Transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver fulfillment of all of the following ----------- conditionsconditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at the Company’s option, be terminated pursuant to and with the effect set forth in Article VIII: (a) All of the The representations and warranties of the Investor Purchaser and Merger Sub set forth in this Agreement shall Article IV will each be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except: (i) to the extent that any representation or warranty is limited by its terms to a specific date or range of dates (in which case such representation and warranty need only be true and correct in all material respects on the date or during the range of dates so specified); (except ii) for those representations changes contemplated by this Agreement; and warranties that are qualified as (iii) where the failure of such representation or warranty to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific timecorrect, which shall be true and correct as of such timedates, would not have a Purchaser Material Adverse Effect; (b) as of The Purchaser’s Stockholders shall have approved the Closing Date as though made on Amendment Proposal and as of such timethe Amendment to the Articles in accordance with Section 5.16, and the Investor Amendment to the Articles shall have performed in all material respects all covenants and agreements (except for been filed with the payment of cash and the delivery office of the BOSC DebenturesNevada Secretary of State; (c) The Registration Statements shall have become effective under the Securities Act, which and no stop order suspending the effectiveness of the Registration Statements shall have been issued, and no proceeding for that purpose shall have been initiated or be performed threatened by the SEC and not concluded or withdrawn; (d) The Purchaser shall have commenced the Purchaser’s Rights Offering in all respects, without regard to materialityaccordance with Section 5.17; (e) required to be performed by it under this Agreement at or prior The Purchaser shall have provided to the Closing Date Company evidence, satisfactory in form and substance to the Company, that the Purchaser is not in default on any of its loans or other obligations related to the Xxxxxxxx Tire Recycling Facility; (f) Company Members, together with Participating Stockholders, shall collectively hold (or appear reasonably certain to hold by the end of the Purchaser’s Rights Offering) at least eighty percent (80%) of the total shares of Purchaser’s Stock (other than shares of Purchaser’s Stock subject to vesting restrictions), and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company evidence, satisfactory in form and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied substance to the Company's reasonable satisfaction, unless that the failure ------ Transactions, including the Merger, should qualify as a nontaxable exchange pursuant to consummate the Merger is due to a breach by the Company Section 351 of the Merger Agreement.Code; (cg) Purchaser’s Board and Purchaser’s Stockholders have adopted Purchaser’s Equity Incentive Plan with an effective date before or immediately after the Effective Time; (h) All material obligations of Purchaser and Merger Sub to be performed hereunder, through and including the Closing Date, have been fully performed or complied with in all material respects; (i) The Company shall have been provided with a certificate from an officer completed due diligence of the Investor certifying that the conditions precedent Purchaser Companies to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached ’s reasonable satisfaction and not identified any material issue as an exhibit to the Financing Letter on such other terms reasonably acceptable to determined by the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of the Company hereunder to consummate issue and deposit the transactions contemplated by Section 2.1 are Notes with the Escrow Agent at the Subscription is subject to the prior satisfaction satisfaction, at or waiver before the Subscription 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 by providing each Buyer with prior written notice thereof: (ai) All Each of the Buyers shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Each of the Buyers shall have delivered to the Escrow Agent the Purchase Price for the Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of each Buyer contained in the Investor set forth in this Agreement Transaction Documents shall be true and correct in all material respects (except for those as of the Subscription Date with the same effect as though such representations and warranties were made at and as of the Subscription Date (other than any representation or warranty that are qualified is expressly made as to materialityof a specified date, which shall be true and correct in all material respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timespecified date only), and the Investor each Buyer shall have performed performed, satisfied and complied in all material respects all covenants with the covenants, agreements and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) conditions required by this Agreement to be performed performed, satisfied or complied with by it under this Agreement such Buyer at or prior to the Closing Date and the Subscription Date. The Company shall have received a certificate signed certificate, executed by an executive officer authorized person of each Buyer, dated as of the Investor Subscription Date, to (I) the foregoing effect.effect and (ii) setting forth such Buyer’s beneficial ownership of Common Stock as of the Subscription Date, in the form attached hereto as Exhibit E. (biv) All The applicable period following the Company’s filing with the Principal Market of the conditions to the obligations “Notification Form: Listing of the Company Additional Securities” on March 23, 2004 shall have expired under NASD Rule 4310(c)(17) and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement there shall have been satisfied to no correspondence from the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by Principal Market requesting the Company of to change the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give or prohibiting such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companytransactions from occurring.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Pacific Stock Transfer, Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Delaware and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time or both, would constitute a Default or Event of Default and, since the Parent Balance Sheet Date, there shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company shall have obtained financing pursuant received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the term sheet attached extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Continental Stock Transfer and Trust Company, Parent’s transfer agent and registrar, certifying, as an exhibit of the business day prior to the Financing Letter on Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Closing Date; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of [Nevada] and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other terms reasonably acceptable information with respect to the Companytransactions contemplated hereby as the Company may reasonably request. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business All corporate and other proceedings and actions taken in connection with the consummation transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the Merger or conditions specified in this Section 7.02 as a condition to the effectiveness of the MergerCompany may reasonably request. (f) All notices required No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to be given prior restrain or prohibit, or to obtain substantial damages in respect of, the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Merger Documents or the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor carrying out of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyMerger Documents.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company shall have been provided with received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate from an officer of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the Investor officers authorized to execute the documents referred to in this Agreement and further certifying that the conditions precedent to Articles of Incorporation and Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Company's obligations set forth in this Section Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Articles of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of the Merger Documents and the consummation of the Merger shall have been satisfiedduly made or obtained, and all material consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Merger Documents or the carrying out of the transactions contemplated by any of the Merger Documents; (iv) evidence as of a recent date of the good standing and corporate existence of each of the Parent, the Parent Subsidiaries and Acquisition Corp. issued by the Secretary of State of the State of Nevada or such other governmental authority having jurisdiction and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; (v) the voting agreements from the current directors and officers of the Parent as contemplated in Section 6.05; and (vi) such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request. (d) The Company All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the conditions specified in this Section 7.02 as the Company may reasonably request. (e) Neither No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with Merger Documents or the consummation carrying out of the transactions contemplated by the Merger or as a condition to the effectiveness of the MergerDocuments. (f) All notices consents or approvals required pursuant to Section 3.10 shall have been obtained. (g) From the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time or both, could reasonably be given prior expected to result in a Parent Material Adverse Effect. For purposes of this Section 7.02(g), “Parent Material Adverse Effect” shall mean any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the Closing Date withaggregate, and all consentsmaterially adverse to (a) the business, approvalsresults of operations, authorizationscondition (financial or otherwise) or assets of the Parent or any Parent Subsidiary, waivers and amendments required or (b) the ability of the Parent or Acquisition Corp. to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of consummate the transactions contemplated by this Agreement have been made and/or obtained, except in the case of hereby on a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companytimely basis.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following ----------- conditionsconditions as of the Merger Closing Date: (a) All of the representations and warranties contained in Article IV of the Investor set forth in this Agreement shall will be true and correct in all material respects (except for those representations and warranties that are qualified without giving effect to any limitation as to “materiality” or “Squirrel Material Adverse Effect” set forth therein, which shall be true other than (x) with respect to Section 4.6(a), (y) to the extent that such “materiality” or “Squirrel Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Squirrel Disclosure Letters, 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 correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Merger Closing Date as though made on at and as of the Merger Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such timedate), except, in the case of this clause (a), where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Squirrel Disclosure Letters but without giving effect to any limitation as to “materiality” or “Squirrel Material Adverse Effect” set forth therein, other than with respect to Section 4.6(a) and other than to the extent that such “materiality” or “Squirrel Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Squirrel Disclosure Letters) has not had, and would not have, a Squirrel Material Adverse Effect; (b) Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Investor shall Reorganization Closing) and Merger Sub will have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company shall have been provided with a certificate from an officer received copies of the Investor certifying that Parent Employment Agreement duly executed by each executive officer contemplated in Section 7.9(b), each of which shall be effective immediately at the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.Merger Closing; (d) The Company shall have obtained financing pursuant to received the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.duly executed Registration Rights Agreement; (e) Neither The Company shall have received the duly executed Lock-Up Agreement signed by certain shareholders of Parent; (f) There will not have been a Squirrel Material Adverse Effect since the date hereof; (g) Parent will have delivered to the Company nor BOSC a certificate of an authorized officer of Parent in his or her capacity as such, dated as of the Merger Closing, stating that the conditions specified in Section 8.3(a) and Section 8.3(b), as Parent relates to such entity, with respect to each of Squirrel HoldCo and Squirrel Cayman (including as Parent upon and following the Reorganization Closing), have been satisfied, as applicable; (h) Xxxxxx and Merger Sub will have delivered to the Company a certificate of an authorized officer of each of Parent and Xxxxxx Sub in his or her capacity as such, dated as of the Merger Closing Date, stating that the conditions specified in Section 8.3(a) and Section 8.3(b), as they relate to such entity, have been satisfied; (i) The Company shall be have received the copy of the opinion letter from the counsel of the People’s Republic of China of the Squirrel Companies as required in connection with the CSRC filing contemplated in Section 4.15(c); (j) Not more than five (5) Business Days prior to the Reorganization Closing, Squirrel HoldCo shall deliver to the Company a certificate signed by a duly authorized officer of Squirrel HoldCo, solely in such capacity and not in his/her personal capacity setting forth a list of any Governmental Entity fee, expense or cost which Squirrel HoldCo, together with its Subsidiaries, is obligated to divest any material portion of its business pay in connection with the consummation of the Merger Business Combination, this Agreement, the other Transaction Documents and the performance and compliance with all agreements and conditions contained herein or as a condition therein to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants, due diligence expenses, advisory and consulting fees, underwriting and other third-party fees, in each case, to the effectiveness extent not paid prior to the Merger Effective Time, solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the Merger.close of business on the Business Day immediately preceding the Merger Closing (together with written invoices and wire transfer instructions for the payment thereof) (collectively, the “Outstanding Squirrel Expenses”); (fk) All notices Parent shall have delivered to the Company a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of the Governing Documents of Parent as in effect as of the Merger Closing Date (immediately prior to the Merger Effective Time), (B) the requisite resolutions of the board of directors of each of Squirrel HoldCo and Squirrel Cayman (including as Parent upon and following the Reorganization Closing) authorizing and approving the execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or bound, and the consummation of the Business Combination, (C) evidence that the Squirrel HoldCo Shareholder Approval has been obtained, and (D) the certificate of incumbency of each Squirrel HoldCo and Squirrel Cayman (including as Parent upon and following the Reorganization Closing) showing the names of directors and officers who are authorized to execute this Agreement or any Transaction Document to which it is or is required to be given a party or otherwise bound; (l) Merger Sub shall have delivered to the Company a certificate from its director certifying as to the validity and effectiveness of, and attaching, (A) copies of the Governing Documents of Merger Sub as in effect as of immediately prior to the Closing Date withMerger Effective Time, (B) the requisite resolutions of the board of directors of Merger Sub authorizing and approving the execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or bound, and all consentsthe consummation of the Business Combination, approvals, authorizations, waivers and amendments (C) the certificate of incumbency of the Merger Sub showing the name of directors and officers who are authorized to execute this Agreement or any Transaction Document to which it is or is required to be obtained a party or otherwise bound; (m) Each of Squirrel Companies deliver to the Company a copy of the certificate of good standing (or similar documents applicable for the relevant Squirrel Company in its jurisdiction of incorporation to the extent applicable) for such Squirrel Company certified or issued as of a date no earlier than twenty (20) days prior to the Merger Closing Date fromby or from proper Governmental Entity of such Squirrel Company’s jurisdiction of organization and from each other jurisdiction in which such Squirrel Company is qualified to do business as a foreign entity as of the Merger Closing, any Third Party in connection with each case to the consummation extent that good standing certificates or similar documents are generally available in such jurisdiction; (n) Merger Sub shall deliver to the Company a copy of the certificate of good standing of Merger Sub issued as of a date no earlier than twenty (20) days prior to the Merger Closing Date by the Company and the Investor Registrar of Companies of the transactions contemplated by Cayman Islands. If the Merger Closing occurs, all closing conditions set forth in this Agreement Section 8.3 that have not been fully satisfied as of the Merger Closing will be deemed to have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on waived by the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate under the transactions contemplated by Section 2.1 Merger Documents are subject to the fulfillment, at or prior satisfaction or waiver to the Closing, of the following ----------- conditions:, any of which may be waived in whole or in part by the Company. (a) All of the The representations and warranties of the Investor set forth in Parent and Acquisition Corp. under this Agreement (when read without regard to any qualification as to materiality or material adverse effect) shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the Parent and Acquisition Corp. shall have performed and complied in all material respects with all agreements and conditions to the obligations of the Company and BOSC to consummate the merger contemplated in required by the Merger Agreement (Documents to be performed or complied with by them on or before the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementClosing Date. (c) The Company There shall have been provided with a certificate from an officer no material adverse change in the Condition of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedParent. (d) The Company Parent shall have obtained financing pursuant maintained its status as a company whose common stock is quoted on the OTC Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the CompanyClosing. (e) Neither Trading in the Parent Common Stock shall have not been suspended by the Commission or any trading market at any time since the date of execution of this Agreement and the Parent Common Stock shall have been at all times since such date listed for trading on a trading market. (f) Parent shall have filed all reports or other documents required to be filed by Parent under the U.S. federal securities laws through the Closing Date, including without limitation Parent’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2014. (g) Parent shall have no more than 117,792,535 shares of Parent Common Stock held by stockholders acceptable to the Company nor BOSC (111,567,535 shares of which will be cancelled contemporaneously the Closing) and no other securities, options, warrants or securities, obligations or instruments that are convertible or exercisable into (i) any securities of Parent, or (ii) securities or instruments convertible or exercisable into securities of Parent. (h) Parent shall have no Indebtedness for Borrowed Money outstanding at the Closing. (i) Parent shall have filed the appropriate corporate documentation with the Secretary of State of the State of Nevada changing the name of Parent to “CannLabs, Inc.” (j) Parent shall have filed the appropriate documentation with the Financial Industry Regulatory Authority to properly change the symbol under which the shares of Parent Common Stock are traded on the OTC Bulletin Board to CANL. (k) The Company shall have received the following: (i) copies of resolutions of Parent’s and Acquisition Corp.’s respective boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered by them pursuant thereto; (ii) a certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-Laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (iii) a certificate, dated the Closing Date, executed by the President or Chief Executive Officer of each of the Parent and Acquisition Corp., certifying that (A) except for the filing of the Certificate of Merger, all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required by any Governmental Entity to divest any material portion for the execution and delivery of its business in connection with the Merger Documents and the consummation of the Merger shall have been duly made or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date withobtained, and all consentsmaterial consents by third parties required for the Merger have been obtained and (B) no action or proceeding before any court, approvalsgovernmental body or agency has been threatened, authorizationsasserted or instituted to restrain or prohibit, waivers and amendments required or to be obtained prior to obtain substantial damages in respect of, the Closing Date from, any Third Party in connection with Merger Documents or the consummation by the Company and the Investor carrying out of the transactions contemplated by any of the Merger Documents; (iv) a certificate of Colonial Stock Transfer, Parent’s transfer agent and registrar, certifying, as of the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner and the total number of shares of Parent Common Stock then outstanding; (v) the executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time; (vi) evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of Parent and Acquisition Corp. issued by the Secretary of State of the State of Nevada, and evidence that Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary; and (vii) such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request. (l) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be satisfactory in form and substance to the Company. Parent and Acquisition Corp. shall furnish to the Company such supporting documentation and evidence of satisfaction of any or all of the conditions specified in this Agreement Section 7.02 as the Company may reasonably request. (m) No action or proceeding before any court, governmental body or agency shall have been made and/or obtainedthreatened, except asserted or instituted to restrain or prohibit, or to obtain substantial damages in the case of a Third Party other than a Governmental Entityrespect of, the failure to give such notice Merger Documents or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companycarrying out of the transactions contemplated by the Merger Documents.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which i) The Parent Fundamental Representations shall be true and correct in all respects on the date hereof and except for those representations at and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on 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 timedate) and (ii) all other representations and warranties contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” (including the word “material”) or “Parent Material Adverse Effect” set forth therein) on 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 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 (without giving effect to any limitation as to “materiality” (including the word “material”) or “Parent Material Adverse Effect” set forth therein) has not had, and would not have, a Parent Material Adverse Effect; (b) The Parent and the Investor Merger Sub shall have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Member Approval shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.obtained; (d) The Company Each of the Pre-Closing Transactions shall have obtained financing pursuant been consummated in accordance with the terms hereof immediately prior to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the CompanyClosing. (e) Neither The applicable waiting periods, if any, under the Company nor BOSC HSR Act shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger have expired or as a condition to the effectiveness of the Merger.been terminated; (f) All notices required to The Transaction Approvals shall have been obtained, and the waiting periods applicable thereto shall have terminated or expired; (g) The transactions contemplated by the Blocker Purchase Agreements shall be given consummated immediately prior to the Closing Date withMerger; (h) No judgment, and all consentsdecree or order shall have been entered which would prevent the performance of this Agreement or the Blocker Purchase Agreements, approvals, authorizations, waivers and amendments required declare unlawful the transactions contemplated by this Agreement or the Blocker Purchase Agreements or cause such transactions to be obtained prior rescinded; and (i) The Parent shall have delivered to the Company each of the following: (i) a certificate of an authorized officer of the Parent and the Merger Sub in his or her capacity as such, dated as of the Closing Date fromDate, any Third Party stating that the preconditions specified in connection with Sections 7.02(a) and 7.02(b), as they relate to such entity, have been satisfied; (ii) certified copies of resolutions of the requisite holders of the voting shares of the Merger Sub approving the consummation by the Company and the Investor of the transactions contemplated by this Agreement; and (iii) certified copies of the resolutions duly adopted by the Parent’s board of directors (or its equivalent governing body) and the Merger Sub’s board of managers authorizing the execution, delivery and performance of this Agreement and the Blocker Purchase Agreements. If the Closing occurs, all closing conditions set forth in this Section 7.02 which have not been fully satisfied as of the Closing shall be deemed to have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on waived by the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the closing of the Merger and other transactions contemplated by Section 2.1 in this Agreement are subject to the prior satisfaction satisfaction, at or waiver before the Closing, of the following ----------- conditions: (a) All the Company shall have obtained the Stockholder Approval; (b) all authorizations, consents, Orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained or made; (c) there shall be no temporary restraining order, preliminary or permanent injunction or other Order issued by any Governmental Authority nor other Law or legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (d) (i) the representations and warranties of the Investor set forth Buyer and Merger Sub contained in this Agreement Article 5 shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except for other than those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak made as of a specific timedate, which shall be true and correct as of such timedate), except for any failure to be so true and correct which has not had and would not be reasonably likely to have a material adverse effect on the ability of Buyer or Merger Sub to consummate the transactions contemplated by this Agreement; (ii) as of the Closing Date as though made on Buyer and as of such time, and the Investor Merger Sub shall have performed or caused to have been performed in all material respects all of the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required by this Agreement to be performed by it under this Agreement at or Buyer and Merger Sub prior to the Closing Date Closing; and (iii) the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All from Buyer stating that each of the conditions specified above in clauses (i) and (ii) is satisfied (e) Buyer shall have furnished to the obligations of Company evidence that (i) the Merger Consideration is fully-funded in immediately available funds; (ii) its financing sources are ready, willing and able to repay in full or refinance the Company’s Indebtedness listed on Schedule 6.2; and (iii) the Buyer has made arrangements reasonably acceptable to the Company and BOSC its principal shareholders and/or their Affiliates either (x) to consummate effect the merger contemplated release of personal guarantees, or liability as maker, or status as noteholder of Indebtedness (including the release of any collateral provided as security for such guarantees) provided by such principal shareholders and/or their Affiliates or (y) to indemnify such principal shareholders and/or their Affiliates with respect to any losses suffered in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfactionconnection with such guarantees, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.or liability as maker, or status as noteholder; and (cf) The Company shall have been provided with a received from Buyer the certificate from described in Section 6.2(d)(iii). Any agreement or document to be delivered to the Company pursuant to this Section 6.2, the form of which is not attached to this Agreement as an officer of the Investor certifying that the conditions precedent exhibit, shall be in form and substance reasonably satisfactory to the Company's obligations set forth . The Company may waive any condition specified in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger 6.2 if it executes a writing so stating at or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Closing; provided that if the Closing Date fromis consummated, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement all such conditions shall be deemed to have been made and/or obtained, except in the case satisfied for purposes of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companythis Section 6.2.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction (or waiver by the Company in writing) of the following ----------- conditionsconditions as of the Closing: (ai) All of the The representations and warranties of the Investor set forth in this ‎this Agreement (other than those representations and warranties that address matters as of particular dates) shall 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 throughout such representations and warranties, except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects as written on the Closing Date, and except for those (ii) the representations and warranties set forth in this Agreement that speak address matters as of a specific time, which particular dates shall be true and correct as of such timedates (subject to subsection (i) as above), in each case, except to the extent of changes or developments contemplated by the Closing Date as though made on and as terms of such timethis Agreement; (b) The Purchaser, Parent and the Investor Merger Sub shall have performed in all material respects all of the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Purchaser shall have been provided with a certificate from delivered or cause to be delivered (i) by wire transfer of immediately available funds to an officer account for the benefit of the Investor certifying Shareholders (to be administered by the Paying Agent) an amount in cash equal to the Closing Residual Cash Consideration, (ii) the Holdback Shares issued in the name of the Shareholders in accordance with Section 2.12 herein, which shall be held by the Purchaser pursuant to the Holdback Agreement and (iii) to the Parent’s transfer agent instructions that, upon Parent’s receipt of confirmation that the conditions precedent Paying Agent has received and accepted valid, complete and executed Exchange Documents from a Shareholder, the transfer agent shall issue to the Company's obligations set forth in this Section shall have been satisfied.Shareholder stock certificates representing the Closing Residual Stock Consideration to which the Shareholder is entitled hereunder; (d) The Company No judgment, decree or order shall have obtained financing pursuant to been entered and not withdrawn which would prevent the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion performance of its business in connection with this Agreement or the consummation of the Merger or as a condition to the effectiveness any of the Merger. (f) All notices required to be given prior to the Closing Date withtransactions contemplated hereby, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) There shall be no action, suit, claim, order, injunction or proceeding of any nature pending, or threatened in writing, against Purchaser, Parent, the Company or the Subsidiary, their respective properties or any of their respective officers or directors arising out of, or in any way connected with the Merger or the other transactions contemplated hereby, (f) The Purchaser and/or Parent (as applicable) shall have executed and delivered to the Company the Holdback Agreement and the Registration Rights Agreement; (g) The Purchaser shall have delivered to the Company each of the following: (i) a certificate of an authorized officer of the Purchaser, dated as of the Closing Date, stating that the conditions specified in subsections (a) and (b) have been made and/or obtainedsatisfied; and (ii) copies of the resolutions duly adopted by the board of directors of each of the Parent, except in Purchaser and Merger Sub (certified by each said company's corporate secretary) authorizing the case execution, delivery and performance of this Agreement and each of the Transaction Documents to which they are a Third Party other than a Governmental Entity, party. (h) The Purchaser and the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to Paying Agent shall have a Material Adverse Effect on executed and delivered the CompanyPaying Agent Agreement.

Conditions to the Company’s Obligations. The obligation obligations of the Company hereunder to consummate issue and sell the transactions contemplated by Section 2.1 are Purchased Shares to each Buyer at the Closing is subject to the prior satisfaction satisfaction, at or waiver before the Closing Date, of each of the following ----------- conditions, provided that such conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) All Such Buyer shall have executed and delivered to the Company each of the Transaction Documents to which it is a party. (b) Such Buyer shall have delivered to the Company, and the Company shall have received, the aggregate Purchase Price for the Purchased Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (c) The aggregate Purchase Price for all of the Purchased Shares being purchased by the Buyers at the Closing shall be at least $25.0 million. (d) The representations and warranties of the Investor set forth in this Agreement such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materialityby materiality or material adverse effect, which shall be true and correct in all respects respects), as of the date made and as of the Closing Date as though made at that time (except for those representations and warranties that speak as of a specific timedate, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timedate), and the Investor such Buyer shall have performed performed, satisfied and complied in all material respects all covenants with the covenants, agreements and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) conditions required by this Agreement to be performed performed, satisfied or complied with by it under this Agreement such Buyer at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the CompanyDate. (e) Neither NASDAQ shall have issued to the Company nor BOSC shall be required by any Governmental Entity to divest any material portion its written interpretation of its business NASDAQ Marketplace Rule 4350(i)(1)(D)(ii) in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation manner requested by the Company and pursuant to the Investor letter, dated July 13, 2007, on behalf of the transactions contemplated Company to NASDAQ, as such letter may be amended or supplemented subsequently by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the representations and warranties contained in ARTICLE III of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, which shall be true other than with respect to Section 3.07(a)) at and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on 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 timedate), except, in the case of this clause (a), where the failure of such representations and warranties to be so 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(a)) has not had, and the Investor would not have, a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed and complied with in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company shall have been provided with received a certificate from an officer of duly executed counterpart signature pages for the Investor certifying that the conditions precedent Parent Lock-Up Shareholders to the Company's obligations set forth in this Section shall have been satisfied.Parent Shareholder Lock-Up and Support Agreements; (d) The Company shall have obtained financing pursuant to received a duly executed counterpart signature page of the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.Registration Rights Agreement; (e) Neither There shall not have been a Parent Material Adverse Effect since the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger.date hereof; (f) All notices required to be given prior The Company shall have received a filed copy of the Governing Documents of the Surviving Company in the form annexed to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to Plan of Merger as in effect as of the Closing Date fromDate, any Third Party in connection with the consummation by form of special resolutions of the Surviving Company approving the change of name of the Surviving Company and the Investor adoption of the transactions contemplated amended and restated memorandum and articles of association of the Surviving Company to be filed with the Registrar immediately after Closing, and copies of resolutions duly adopted by the board of directors of the Parent and Mxxxxx Sub authorizing this Agreement and the transaction contemplated hereby and evidencing the required approval of the shareholders of the Merger Sub; and (g) Parent shall have delivered to the Company a certificate of an authorized officer of each of Parent and Mxxxxx Sub in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Section 7.03(a), Section 7.03(b), and Section 7.03(e), as they relate to such entity, have been made and/or obtainedsatisfied. If the Closing occurs, except all closing conditions set forth in this Section 7.03 that have not been fully satisfied as of the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not Closing shall be likely deemed to have a Material Adverse Effect on been waived by the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company hereunder to consummate issue and sell the transactions contemplated by Section 2.1 Notes, and of each Guarantor to issue its Subsidiary Guarantee, to each Purchaser on the Closing Date are subject to the prior satisfaction or waiver performance by the Purchasers of all of their obligations hereunder and to the following ----------- additional conditions: (a) All of the representations and warranties of the Investor each Purchaser set forth in this Agreement shall be Section 4 above are true and correct in all material respects (except for those representations and warranties that are already qualified as to by materiality, which such representations and warranties shall be true and correct in all respects respects) on and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though if made on and as of such time, the Closing Date and the Investor each Purchaser shall have performed complied in all material respects with all covenants agreements and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required conditions on its part to be performed by it under this Agreement or satisfied hereunder at or prior to the Closing Date and Date; (b) the Company shall have received on and as of the Closing Date a certificate signed by of an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied each Purchaser, reasonably satisfactory to the Company's reasonable satisfaction, unless to the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.effect set forth in Section 7(a) above; (c) The Company the Trustee shall have been provided with a certificate from an officer of duly executed the Investor certifying that Indenture and duly authenticated the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.Notes; and (d) The Company each Purchaser shall have obtained financing pursuant to paid, in accordance with Section 2 and in consideration for the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation issuance of the Merger or as a condition to Securities, the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by aggregate principal amount set forth opposite such Purchaser’s name on Schedule 1 hereto; provided that the Company and the Investor Guarantors shall have no obligation to issue any of the transactions contemplated by this Agreement have been made and/or obtained, except in Securities unless one hundred percent (100%) of the case Securities to be issued to all of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect Purchasers are purchased on the CompanyClosing Date.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction or waiver fulfillment on the Closing Date of each of the following ----------- conditions:conditions (any or all of which may be waived by the Company in whole or in part to the extent permitted by applicable Law): (a) All of the representations and warranties of the Investor set forth in this Agreement (i) The Parent Fundamental Representations shall be true and correct in all material respects (except for those representations at and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on 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 timedate) and (ii) all other representations and warranties contained in Article V of this Agreement shall be true and correct (without giving effect to any limitation as to any “materiality” qualifier) 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 (without giving effect to any limitation as to “materiality” set forth therein) has not had, and the Investor would not reasonably be expected to have, a Parent Material Adverse Effect; (b) Parent and Merger Sub shall have performed and complied in all material respects with all obligations and covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required by this Agreement to be performed or complied with by it under this Agreement at Parent and Merger Sub on or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Date; (c) The Company Parent shall have been provided with a delivered to the Company an officer’s certificate from an officer of the Investor Parent certifying that the conditions precedent to the Company's obligations set forth in this Section shall 7.2(a) and Section 7.2(b) have been satisfied.met; (d) The Company There shall have obtained financing pursuant to not be in effect any Law or Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the term sheet attached as an exhibit to consummation of the Financing Letter on such other terms reasonably acceptable to the Company.Merger; (e) Neither the Company nor BOSC shall be required by any Governmental Entity The waiting period applicable to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement under the HSR Act shall have expired or have otherwise been terminated; and (f) The approvals from Governmental Bodies listed on Schedule 7.2(f) shall have been made and/or obtainedobtained and be in full force and effect. If the Closing occurs, except all Closing conditions set forth in this Section 7.2 that have not been fully satisfied as of the case of a Third Party other than a Governmental Entity, Closing shall be deemed to have been waived by the Company. The Company may not rely on the failure to give of any condition set forth in this Section 7.2 if such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on failure was caused by the Company’s failure to comply with any provision of this Agreement.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditionsconditions as of the Closing Date: (a) All each of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall Article 4 hereof will be true and correct as of such time) as of the Closing Date as though if made on and anew as of such timedate (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 such representation and warranty to be true and correct has not had a material adverse effect on Parent’s or Merger Sub’s ability to perform the Investor shall transactions contemplated hereby; (b) each of Parent and Merger Sub will have performed in all material respects all of its respective covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) under this Agreement that are required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Parent will have delivered to the Company shall have been provided with each of the following: (i) a certificate from an of Parent executed by a duly authorized officer thereof, dated as of the Investor certifying Closing Date, stating that the conditions precedent to the Company's obligations set forth preconditions specified in this Section shall subsections (a) and (b) hereof have been satisfied.; (dii) The Company shall have obtained financing pursuant to certified copies of the term sheet attached as an exhibit to resolutions duly adopted by Parent’s board of directors (or equivalent governing body) and Merger Sub’s board of directors (or equivalent governing body) authorizing the Financing Letter on such execution, delivery and performance of this Agreement, the Merger and the other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby and the Merger or as a condition to the effectiveness Incumbency of the Merger.Persons signing this Agreement on behalf of the Company; (fiii) All notices required to be given prior to (A) a certified copy of the certificate of incorporation of Parent and a certified copy of the certificate of formation of Merger Sub and (B) a certificate of good standing from the Secretary of State of the State of Delaware, dated within 30 days of the Closing Date withDate; and (iv) a Voting Agreement, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entityform attached hereto as Exhibit F, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyduly executed by Parent and Empeiria Investors LLC.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditionsconditions on or before the Closing Date: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materialityParent, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date Merger Sub and the Company shall have received a certificate signed by an executive officer or obtained all of the Investor to the foregoing effect.Governmental Approvals; (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfactionNo suit, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such action or other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC proceeding shall be required by pending before any Governmental Entity to divest any material portion of its business in connection with the court or governmental or regulatory official, body or authority wherein an unfavorable injunction, judgment, order, decree or ruling would (i) prevent consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree or ruling shall be in effect; (c) Parent and the Escrow Agent shall have been made and/or obtainedentered into the Escrow Agreement, except and the Escrow Agreement shall be in full force and effect as of the Closing; (d) Merger Sub shall have duly filed the Articles of Merger in accordance with the OBCA; and (e) At the Closing, Parent or Merger Sub shall have delivered to the Shareholders’ Representative (i) a certificate signed by Parent and Merger Sub in the case form of a Third Party Exhibit F attached hereto, dated the date of the Closing, stating that the condition specified in subsection (a) above has been satisfied as of the Closing, (ii) certified copies of the resolutions duly adopted by Parent’s and Merger Sub’s board of directors authorizing the execution, delivery and performance of this Agreement and the other than a Governmental Entityagreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and (iii) such other documents or instruments as are required to be delivered by Parent or Merger Sub at the failure Closing pursuant to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyterms hereof.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or (or, if permitted by applicable Law, waiver by the Company in writing) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the The representations and warranties of the Investor set forth Parent, Bank and the Merger Sub contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which Article IV shall be true and correct as of the Closing Date (except to the extent made with reference to an earlier date, in which case as of such timeearlier date), except where the failure of any such representation or warranty to be true and correct (without giving effect to any “materiality,” “material” or “Material Adverse Effect” qualifier set forth therein) as of the Closing Date as though made on and as of such time(or express earlier date) would not have a Material Adverse Effect; (b) The Parent, Bank and the Investor Merger Sub shall have performed and complied in all material respects with all obligations, covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company Stockholder Approval shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.obtained; (d) The Company applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws set forth on Schedule 7.01(d) shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company.expired or been terminated; (e) Neither All (i) Massachusetts and Federal banking regulatory approvals required to consummate the transactions contemplated by this Agreement and (ii) all other necessary approvals, authorizations and consents of any Governmental Entities required to consummate the transactions contemplated by this Agreement, the failure of which in the case of clause (ii) to obtain would reasonably be expected to have a Material Adverse Effect with respect to the Parent, the Bank or the Company nor BOSC shall be required by any Governmental Entity have been obtained and shall remain in full force and effect and all waiting periods relating to divest any material portion such approvals, authorizations or consents shall have expired; (f) Reserved; (g) No judgment, decree or order shall have been entered that would prevent the performance of its business in connection with this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (h) The Merger or as a condition to Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Merger.Merger Registration Statement shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and, if the offer and sale of Parent Common Stock in the Merger is subject to the state securities or “blue sky” laws of any state, shall not be subject to a stop order of any state securities commissioner; (fi) All notices required The shares of Parent Common Stock representing the Stock Consideration to be given prior paid in the Merger shall have been authorized for listing, subject to official notice of issuance, on the NYSE; (j) The Parent and the Bank shall have delivered to the Closing Date withCompany each of the following: (i) a certificate of an authorized officer of the Parent, the Bank and all consentsthe Merger Sub in his or her capacity as such, approvals, authorizations, waivers and amendments required to be obtained prior to dated as of the Closing Date fromDate, any Third Party stating that the preconditions specified in connection with Sections 7.02(a) and 7.02(b), as they relate to such entity, have been satisfied; (ii) certified copies of resolutions of the requisite holders of the voting equity interests of the Merger Sub approving the consummation by the Company and the Investor of the transactions contemplated by this Agreement; and (iii) certified copies of the resolutions duly adopted by the Boards of Directors or Managers, as the case may be, of the Parent, Bank and the Merger Sub authorizing the execution, delivery and performance of this Agreement; and (k) The Adjustment Escrow Agreement shall have been made and/or obtainedexecuted and delivered by the Parent and the Escrow Agent. If the Closing occurs, except all closing conditions set forth in this Section 7.02 that have not been fully satisfied as of the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not Closing shall be likely deemed to have a Material Adverse Effect on been waived by the Company.

Conditions to the Company’s Obligations. The obligation of Company's obligations to issue the Company Units to the Purchaser and consummate the transactions contemplated by Section 2.1 this Agreement on the applicable Closing Date are subject to the prior satisfaction or waiver of the following ----------- conditions: (a) All The Company shall have received on the applicable Closing Date immediately available funds in the amount of the Purchase Price for the Units to be issued and delivered on such Closing Date; (b) All representations and warranties of the Investor set forth Purchaser contained in this Agreement shall be true and correct in all material respects (except for those if not qualified by materiality) or in all respects (if qualified by materiality) at and as of the applicable Closing with the same effect as though such representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though were made on at and as of such time, and the Investor Closing; (c) The Purchaser shall have performed and complied in all material respects with all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required by this Agreement to be performed or complied with by it under this Agreement the Purchaser hereunder at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.applicable Closing; (d) The Company shall have obtained financing pursuant received from the Purchaser on the applicable Closing Date a certificate, dated as of the applicable Closing Date and signed by an executive officer of the Purchaser, to the term sheet attached effect that the representations and warranties of the Purchaser contained in this Agreement are true and correct in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) at and as an exhibit of the applicable Closing with the same effect as though such representations and warranties were made at and as of such Closing and that the Purchaser has performed and complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by the Purchaser hereunder at or prior to the Financing Letter on such other terms reasonably acceptable to the Company.applicable Closing; (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any All material portion of its business in connection with governmental and/or regulatory consents, approvals, orders or authorizations necessary for the consummation of the Merger or as a condition to transactions contemplated hereby shall have been obtained, all material governmental and/or regulatory filings and notices necessary for the effectiveness consummation of the Merger.transactions contemplated hereby shall have been made or given, as the case may be, and all material third-party consents necessary for the consummation of the transactions contemplated hereby shall have been obtained; (f) All notices required The Purchaser shall have delivered or caused to be given delivered to the Company at the applicable Closing an opinion of counsel for the Purchaser, dated the applicable Closing Date, to the effect set forth in EXHIBIT C ("PURCHASER'S OPINION OF COUNSEL"); (g) The shareholders of the Company shall have (i) approved the issuance to the Purchaser of the Units and any other terms of this Agreement if and as required by applicable law, (ii) approved expanding the Company's Board of Directors from 5 to 7 members and (iii) approved the amendments to the Company's Articles of Incorporation as set forth in the Articles of Amendment attached hereto as EXHIBIT D ; (h) All material documents, instruments and other items required by this Agreement to be delivered by the Purchaser to the Company at or prior to the applicable Closing Date with, and all consents, approvals, authorizations, waivers and amendments required shall have been delivered to be obtained the Company at or prior to the applicable Closing. (i) Between the date hereof and the applicable Closing Date, there shall not have occurred any material adverse event affecting the Purchaser. (j) the absence of a withdrawal of the approval of the transaction by the Company's Board of Directors where such withdrawal resulted from the board's determination that its fiduciary duties required such withdrawal pursuant to Section 8(n) below. (k) the Company shall have entered into definitive employment agreements with the designated management team under the terms and conditions acceptable to Company on date of the First Closing Date fromand performance by any of the designated management team has not been prohibited or enjoined by a judicial or administrative order or other agreement enforcing any non-competition, non-solicitation or other restrictive covenant or agreement to which any Third Party in connection with such member of the consummation by designated management team is a party. (l) the Company shall have received Executed Employment Agreements from James Laurent and Synnott Durham in a form acceptable to both the Investor of Compxxx xxx xxx Xurchaxxx xx ox xxxxre the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyFirst Closing Date.

Conditions to the Company’s Obligations. The Company’s obligation to complete the sale of the Company Shares and deliver such stock certificate(s) to consummate the transactions contemplated by Section 2.1 are Purchaser at the Closing shall be subject to the prior satisfaction or waiver of following conditions (which may be waived in writing by the following ----------- conditions:Company): (a) All receipt by the Company, at the Closing, of same-day funds in the full amount of the Purchase Price (along with funds representing the exercise price with respect to any exercise of the Warrant pursuant to Section 3.2(b)); (b) the accuracy of each of the representations and warranties made by the Purchaser as of the Investor set forth in this Agreement shall be true date hereof and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as though made on of an earlier or later date, in which case such representation and warranty shall be accurate as of such time, earlier or later date) and the Investor shall have performed fulfillment in all material respects all covenants and agreements of those undertakings of the Purchaser to be fulfilled prior to the Closing; (except for c) on or prior to the payment Closing Date, certain commercial lender(s) procured by the Purchaser shall have entered into a new revolving line of cash credit with the Company in the amount of US$100 million; (d) on or prior to the Closing Date, certain commercial lender(s) procured by the Purchaser shall have refinanced the Company’s currently existing approximately US$110.8 million term A loan (together with the transactions set forth in Section 3.4(c), the “Refinancing”); (e) the Purchaser shall have, prior to or contemporaneously with the Closing under this Agreement, completed (i) the contribution of certain of its assets to the entity that will comprise the JV and the delivery purchase of a 51% equity interest pursuant to the BOSC Debentures, which shall be performed in all respects, without regard to materialityJV SPA and (ii) required the transactions to be performed by it under this Agreement the Purchaser related thereto at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated as described in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger.JV SPA; and (f) All notices required on the Closing Date, the Purchaser shall have duly executed and delivered to the Company an Investor Rights Agreement in substantially the form set forth as Exhibit A hereto (the “Investor Rights Agreement”), which when effective shall replace, and cause to be given prior to the Closing Date withterminated, and all consentsthat certain Registration Rights Agreement, approvalsdated as of October 23, authorizations2009, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by between the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the CompanyPurchaser.

Conditions to the Company’s Obligations. The Each and every obligation --------------------------------------- of the Company hereunder to consummate be performed at or before the transactions contemplated by Section 2.1 are Closing, shall be subject to the prior satisfaction satisfaction, at or waiver before the Closing, of each of the following ----------- conditions, unless waived in writing by the Company: (aA) All of The Redeeming Shareholder shall sell, transfer and deliver the Redeemed Shares to the Company in accordance with the terms hereof; (B) The representations and warranties of the Investor set forth Redeeming Shareholder contained in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which Section 2 shall be true and correct in all respects at and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such timethen made. In addition, and the Investor Redeeming Shareholder shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) contained herein required to be performed by it under this Agreement at or the Redeeming Shareholder prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effectClosing. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (cC) The Company shall have been provided with a certificate from an officer of received the Investor certifying that the conditions precedent following Closing documents, in form and substance satisfactory to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consentsof which shall, approvalsexcept as specified below, authorizations, waivers and amendments required to be obtained prior fully executed originals: (i) Certificates of the Secretary of State of the jurisdiction of incorporation of the Redeeming Shareholder as to the good standing of the Redeeming Shareholder as of a date on or about the Closing Date fromDate; (ii) Certificate, any Third Party dated as of the Closing Date, of the president and secretary of the Redeeming Shareholder, stating that all of the conditions specified in connection Section 4(b) have been fully satisfied with respect to the consummation by Redeeming Shareholder; (iii) Copies of resolutions of the Company board of directors and shareholders of the Investor of Redeeming Shareholder authorizing the transactions contemplated by this Agreement Agreement, which resolutions shall have been made and/or obtainedcertified by the president of the Redeeming Shareholder to be true and correct; and (iv) Any and all other documents, except stock powers, powers of attorney, certificates, resignations and assurances which may be reasonably requested by the Company in connection with the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyredemption.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver of the following ----------- conditionsconditions immediately prior to the Effective Time: (a) All of the The representations and warranties of the Investor set forth in Article V of this Agreement shall be have been true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true the date of this Agreement and correct as of such time) as of the Closing Date as though made on and as of such time, Date; (b) The Purchaser and the Investor Merger Sub shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC No action or proceeding before any court or governmental body shall be required by any Governmental Entity to divest any material portion pending wherein an unfavorable judgment, decree or order would prevent the performance of its business in connection with this Agreement or the consummation of the Merger or as a condition to the effectiveness any of the Merger. (f) All notices required to be given prior to the Closing Date withtransactions contemplated hereby, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (d) The Purchaser shall have delivered to the Representative (on behalf of the Stockholders and the Optionholders) a certificate, dated as of the Closing Date, stating that the preconditions specified in Sections 3.02(a) and 3.02(b) have been made and/or obtainedsatisfied; (e) The Purchaser shall have delivered to the Representative (on behalf of the Stockholders and Optionholders) a certificate signed by the Secretary of the Purchaser certifying as to (i) the full force and effect of the certificate of incorporation and bylaws (or equivalent governing documents) of the Purchaser attached to such certificate as exhibits, except in (ii) the case accuracy and full force and effect of resolutions adopted by the board of directors of the Purchaser regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to such certificate, and (iii) the names and signatures of the officers of the Purchaser authorized to sign this Agreement; (f) The Purchaser shall have delivered to the Representative (on behalf of the Stockholders and Optionholders) a Third Party other than a Governmental Entitycertificate signed by the Secretary of the Merger Sub certifying as to (i) the full force and effect of the articles of incorporation and bylaws of the Merger Sub attached to such certificate as exhibits, (ii) the failure accuracy and full force and effect of resolutions adopted by the board of directors of the Merger Sub and the stockholders of the Merger Sub regarding this Agreement and the transactions contemplated hereby and attached as one or more exhibits to give such notice or obtain such consentcertificate, approval, authorization, waiver or amendment would not be likely and (iii) the names and signatures of the officers of the Merger Sub authorized to sign this Agreement; and (g) The Articles of Merger shall have a Material Adverse Effect on been duly filed with the CompanySecretary of State of the State of Delaware.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditionsconditions as of the Closing Date: (a) All of the (i) The representations and warranties of the Investor set forth in this Agreement Article IV that contain any qualifications as to materiality or Purchaser Material Adverse Effect (or any correlative terms or qualifiers) shall be true and correct in all material respects (at and as of the date of this Agreement and the Closing, in each case as though then made, except for those representations and warranties that are qualified speak only as to materialityof a specific date or time, which shall be true and correct in all respects as of such date and time, and (ii) the representations and warranties in Article IV that do not contain any qualifications as to materiality or Purchaser Material Adverse Effect (or any correlative terms or qualifiers) shall be true and correct in all material respects at and as of the date of this Agreement and the Closing, in each case as though then made, except for those representations and warranties that speak only as of a specific date or time, which shall be true and correct in all material respects as of such date and time; (b) as of the Closing Date as though made on Purchaser and as of such time, and the Investor Merger Sub 1 shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company the applicable waiting periods under the HSR Act shall have expired or been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.terminated; (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC no Claim shall be required pending by or before any Governmental Entity to divest any material portion Authority of its business in connection with competent jurisdiction wherein an unfavorable injunction, decision, ruling, judgment, decree or order would prohibit the performance of this Agreement or the consummation of the Merger or as a condition to the effectiveness any of the Merger. (f) All notices required to be given prior to the Closing Date withtransactions contemplated hereby, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) the Escrow Agent and the Purchaser shall have each executed and delivered signatures to the Escrow Agreement to the Sellers Representatives; (f) the Purchaser shall have delivered to the Sellers Representatives a certificate signed by an authorized officer of Purchaser in the form set forth as Exhibit F, dated as of the Closing Date, stating that the preconditions specified in subsections (a) and (b) above have been made and/or obtained, except satisfied; and (g) the Purchaser shall have delivered to the Sellers Representatives a copy of the Registration Rights Agreement in the case form set forth as Exhibit H, duly executed by the Purchaser. If the Closing occurs, all closing conditions set forth in this Section 2.02 which have not been fully satisfied as of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not Closing shall be likely deemed to have a Material Adverse Effect been waived by the Sellers Representatives, on behalf of the CompanySellers.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 hereunder on the Closing Date are subject to the prior satisfaction or waiver waiver, at or prior to the Closing Date, of each of the following ----------- conditionsconditions precedent: (a) All of the representations The Payer shall have performed and warranties of the Investor set forth in this Agreement shall be true and correct complied in all material respects (except for those representations with all agreements, covenants, obligations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date Date, and the Company shall have received a certificate signed executed by an executive officer a duly authorized representative of the Investor Payer on the Closing Date certifying on behalf of the Payer to the foregoing effecteffect of the foregoing. (b) All The representations and warranties of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated Payer contained in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement ‎Section 4.2 shall have been satisfied true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing Date as though made at and as of the date hereof and Closing Date, respectively, except to the Company's reasonable satisfactionextent any such representation or warranty expressly speaks as of a particular date, unless in which case it shall be true and correct in all material respects as of such date; provided, that to the failure ------ to consummate the Merger extent that any such representation or warranty is due to a breach qualified by the Company term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall have been true and correct in all respects as of the Merger Agreementdate hereof and shall be true and correct in all respects as of the Closing Date or such other date, as applicable. The Company shall have received a certificate executed by a duly authorized officer of the Payer on the Closing Date certifying on behalf of the Payer to the effect of the foregoing. (c) The Company There shall not have been provided with a certificate from an officer issued and be in effect any Judgment of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with enjoining, preventing or restricting the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement Agreement. (d) There shall not have been made and/or obtainedinstituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, except to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the case transactions contemplated hereby or (iii) seeking to restrain or prohibit the Payer’s receipt and acceptance of the Revenue Participation Right. (e) The Payer shall have delivered to the Company standard existence and authority opinions in respect of the Payer, enforceability opinions on this Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Payer or applicable law, each such opinion in a Third Party form previously agreed upon by the Company and the Payer. (f) The Company shall have received a certificate of an authorized person of the owner trustee of the Payer, dated the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Payer. (g) The Payer shall have executed and delivered the Security Documents in form and substance reasonably acceptable to the Payer, and all deliverables required thereunder. (h) The Payer shall complete, sign and deliver a United States Internal Revenue Service Form W-8BEN-E certifying that it is exempt from U.S. federal withholding Tax under a United States income Tax treaty with respect to each of “royalties,” “interest” and “other than a Governmental Entityincome” and shall, to the failure extent permitted under applicable law, update such form upon the expiration, obsolescence or other invalidity of such form. (i) The Payer shall complete, sign and deliver, to give the extent applicable, an official tax residency certificate for the purpose of applying benefits under the double tax treaty between the state of Israel and Ireland, issued by the Irish revenue commissioners and shall, to the extent permitted under applicable law, update such notice form upon the expiration, obsolescence or obtain other invalidity of such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyforms.

Conditions to the Company’s Obligations. The obligation obligations of the Company to effect the Merger and consummate the transactions Transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction (or waiver by the Representative on behalf of the Stockholders) of the following ----------- conditionsconditions as of the Closing Date: (a) All of the The representations and warranties of the Investor set forth Buyer contained in this Agreement ARTICLE 5 hereof shall be have been true and correct in all material respects as of the date of this Agreement and as of the Closing Date, except (except i) for changes expressly contemplated by this Agreement, and (ii) for those representations and warranties that are qualified address matters only as to materiality, of the date of this Agreement or any other particular date (in which case such representations and warranties shall be have been true and correct in all material respects as of such particular date), it being understood that, for purposes of determining the accuracy of such representations and except for those warranties, all qualifications based on the word “material” or similar phrases contained in such representations and warranties that speak as of a specific time, which shall be true and correct as of such timedisregarded; (b) as of the Closing Date as though made on and as of such time, and the Investor Buyer shall have performed in all material respects all of the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and Closing; (c) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court or agency of competent jurisdiction or other Law shall be in effect which prohibits, restrains or renders illegal the consummation of the Transactions contemplated hereby or would cause such Transactions to be rescinded; (d) the Company shall have received a certificate signed by an executive officer obtained the Requisite Stockholder Approval; (e) the Buyer and the Paying Agent shall have executed and delivered the Paying Agent Agreement; (f) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement; (g) the Buyer, the Company and each of the Investor its Subsidiaries shall have delivered to the foregoing effect. (b) All holders of Units and the conditions to the obligations officers and directors of the Company and BOSC to consummate the merger contemplated a mutual release substantially in the Merger Agreement form of Exhibit E; (h) the "Merger") ------ capable Buyer, the Company and each of being satisfied prior its Subsidiaries shall have delivered to the consummation Holders (except for the Participants) a release substantially in the form of this Agreement Exhibit G; (i) the R&W Insurance Policy on terms satisfactory to the Representative shall have been satisfied obtained in accordance with Section 8.06; and (j) the Buyer shall have delivered to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to Representative a breach by the Company certificate of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of Buyer, dated the Investor certifying Closing Date, stating that the conditions precedent preconditions specified in Section 9.02(a) and Section 9.02(b), as they relate to the Company's obligations set forth in this Section shall Buyer, have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are subject to the prior satisfaction or waiver of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Closing Transactions is subject to the prior satisfaction (or waiver by the Company in writing) of the following ----------- conditionsconditions as of the time of the Closing: (a) All of the The representations and warranties of the Investor set forth in this Agreement shall Article VIII that are qualified as to materiality will be true and correct, and those not so qualified will be true and correct in all material respects (except at and as of the time of the Closing as if made on the Closing Date and the Closing Date were substituted for those the date of this Agreement throughout such representations and warranties that are qualified as to materiality, which shall be true warranties; (b) Buyer and correct Merger Sub will have performed and complied: (i) in all respects with the obligations of Buyer and except for those representations Merger Sub under Section 4.2; and warranties that speak as of a specific time, which shall be true and correct as of such time(ii) as of the Closing Date as though made on and as of such time, and the Investor shall have performed in all material respects with all of the other covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it Buyer and Merger Sub under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing; (c) The Company shall have been provided with a certificate from an officer No judgment, decree, injunction or order of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (d) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business competent jurisdiction shall be in connection with effect as of the Closing that restrains or prevents the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date withtransactions contemplated by this Agreement, and all consents, approvals, authorizations, waivers and amendments required there shall not be any Legal Requirement enacted or deemed applicable to be obtained prior to the Closing Date from, any Third Party in connection with the this Agreement that makes consummation by the Company and the Investor of the transactions contemplated by this Agreement illegal; (d) No action or proceeding shall be pending before any Governmental Entity seeking a judgment, decree, injunction or order that would restrain or prevent the consummation of the Closing Transactions; (e) The Merger shall have been made and/or obtainedapproved by the requisite vote of the Members; and (f) On or prior to the Closing Date, except Buyer will have delivered to the Company all of the following: (i) A certificate of Buyer and Merger Sub dated as of the Closing Date certifying that each of the conditions set forth in Sections 5.3(a) and 5.3(b) has been and is satisfied as of the case time of a Third Party the Closing; (ii) A certificate from the Secretary or an Assistant Secretary of each of Buyer and Merger Sub (A) certifying that the Merger has been approved by the boards of directors of Buyer and Merger Sub, and as to Merger Sub has been approved by its sole member and (B) certifying that Buyer is in good standing under the laws of the State of Nevada; (iii) The Indemnity Escrow Agreement, duly executed by Buyer; and (iv) Such other than a Governmental Entity, documents or instruments as the failure Company reasonably requests and are reasonably necessary to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on effect the Companytransactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The obligation of the Company to consummate issue the transactions contemplated by Section 2.1 are shares of Series A Preferred Stock and Warrants to each Purchaser at the Closing is subject to the prior satisfaction or waiver of the following ----------- conditions:condition precedent (unless waived by the Company): (a) All A number of shares of Series A Preferred Stock having an aggregate purchase price hereunder equal to at least $25,000,000 shall have been purchased by the Purchasers (or such lower amount as is permitted under the Option Agreement in the event of an exercise of the representations option granted thereunder). (b) Such Purchaser shall have delivered to the Company by wire transfer, of immediately available funds to an account or accounts designated by the Company, an aggregate amount equal to the purchase price for the shares of Series A Preferred Stock and warranties of Warrants being purchased by such Purchaser. (c) Such Purchaser shall have performed its obligations under, and shall have complied with, all the Investor covenants and agreements set forth in this Agreement and all representations and warranties contained in Article IV shall be true and correct in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak respects) as of a specific time, which shall be true the date hereof and correct as of such time) at and as of the Closing Date with the same effect as though if such representations and warranties had been made on at and as of such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedDate. (d) Such Purchaser shall have duly executed and delivered to the Company each of the Documents to which such Purchaser is a party. (e) All authorizations, approvals or permits described on Schedule 3.2(c) above shall have been obtained and shall be effective as of the Closing Date. (f) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the CompanyStockholder Approval. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.

Conditions to the Company’s Obligations. The obligation obligations of the Company to consummate the transactions contemplated by Section 2.1 this Agreement are subject to the prior satisfaction or waiver of the following ----------- conditionsconditions at or before the Effective Time: (a) All of the The representations and warranties of the Investor set forth in this Agreement shall Article IV hereof will be true and correct in all material respects (except for those representations at and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date Effective Time as though then made on and as though the Effective Time had been substituted for the date of this Agreement throughout such time, representations and the Investor warranties. (b) Parent and Merger Subsidiary shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them under this Agreement at or and the Certificate of Merger prior to the Closing Date Effective Time, and the Company Merger Subsidiary shall have received a certificate signed by an executive officer executed the Certificate of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement. (c) The Company There shall have been provided with a certificate from an officer not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the Investor certifying that transactions contemplated hereby or seeking to obtain material damages in connection with such transactions or (ii) otherwise relating to and materially adversely affecting the conditions precedent to the Company's obligations set forth in this Section shall have been satisfiedtransactions contemplated hereby. (d) The Company closing of the transactions contemplated by the Restructuring Agreement shall have obtained financing pursuant occurred to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to satisfaction of the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with the consummation All officers of the Merger or as a condition Parent and the entire board of directors of the Parent shall have resigned and the vacancies created by such resignation shall have been filled by the election of designees of the Company, such resignation and election to be effective upon the effectiveness of the Merger. The present designees are Jason Meyers and Salvatore Xxxxxx. (fx) All notices Xxe Form 14f as may be required under the Exchange Act shall have been filed with the Securities and Exchange Commission and distributed to be given the record stockholders of Parent in sufficient time prior to the Closing Date withDate, and all consentsnot be subject to any review, approvals, authorizations, waivers so that the Parent may proceed with the changes referred to in the proceeding paragraph. (g) The Company or its shareholders shall receive a voting agreement and amendments required irrevocable proxies thereunder to be obtained prior vote shares of Parent held by Christopher Schwartz and thx xxxxxxx xxxxxxxxx shares of Parent Stock pursuant to the Closing Date fromRestructuring Agreement to effect an amendment to the Company's Certificate of Incorporation as required for automatic conversion of Parent Series A Stock pursuant to Section 5 of the Certificate of Designations, any Third Party Preferences and Rights of Series A Convertible Preferred Stock set forth at Exhibit "B" hereto. (h) Parent shall be in connection with good standing and shall have paid all required taxes under the laws of the State of Delaware. (i) The Company will have received the following agreements and documents, each of which will be in full force and effect: (i) a certificate executed on behalf of the Parent by its Chief Executive Officer confirming that the conditions set forth in Sections 6.2 (a), (b) and (c) have been duly satisfied. (ii) a unanimous written consent executed by the Board of Directors of the Parent approving this Agreement and the Restructuring Agreement and the transactions contemplated thereunder. (j) No change will have occurred in the business, financial condition, prospects, assets or operations of the Company since July 31, 2007, except as set forth in the Disclosure Schedule or as result of the Restructuring Agreement, that has a Material Adverse Effect. (k) No law will have been enacted which prohibits, restricts or delays the consummation by the Company and the Investor of the transactions contemplated by this Agreement hereby or any of the conditions to the consummation of such transaction. (l) All consents of or from all Authorities required hereunder to consummate the transactions contemplated herein, will have been delivered, made and/or or obtained, except and the Company will have received copies thereof. (m) The Company shall have received the waivers and agreements described under assumptions set forth in Schedule 2.1(b) or the case Merger Consideration shall be adjusted. (n) The Company shall receive executed copies of Release and Acknowledgment Agreements called for in Schedule 6.2. (o) The Company will have received, in a Third Party form and substance reasonably satisfactory to Parent, dated the Closing Date, all certificates and other than a Governmental Entitydocuments, instruments and writings to evidence the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on fulfillment of the Companyconditions set forth in this Article VI as Parent may reasonably request.

Conditions to the Company’s Obligations. The obligation of the --------------------------------------- Company to consummate the transactions contemplated by Section 2.1 are this Agreement is subject to the prior satisfaction or waiver of the following ----------- conditionsconditions at or before the Effective Time: (a) All of the The representations and warranties of the Investor set forth in this Agreement shall Article IV hereof will be true and correct in all material respects (except at and as of the Effective Time as though then made and as though the Effective Time had been substituted for those the date of this Agreement throughout such representations and warranties warranties, except that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak any such representation or warranty made as of a specific time, which specified date (other than the date hereof) shall be only need to have been true and correct as of such time) as of the Closing Date as though made on and as of such time, date; (b) GMI and the Investor Merger Subsidiary shall have performed in all material respects all the covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it them prior to the Effective Time under this Agreement at or and the Certificate of Merger prior to the Closing Date Effective Time, and the Company Merger Subsidiary shall have received a certificate signed by an executive officer executed the Certificate of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.; (c) The Company shall All material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied.duly made and obtained; (d) The Company There shall have obtained financing pursuant not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to the term sheet attached as an exhibit make illegal, or to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC shall be required by any Governmental Entity to divest any material portion of its business in connection with delay or otherwise directly or indirectly restrain or prohibit, the consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement or the Certificate of Merger or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement, the Certificate of Merger or any of the Related Agreements, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby or thereby; (e) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement or the Certificate of Merger by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 7.02(d) hereof; (f) The Company shall have received from counsel for GMI and Merger Subsidiary a written opinion, dated as of the date of the Effective Time, addressed to the Company and reasonably satisfactory to the Company's counsel; and (g) At or prior to the Effective Time, GMI shall have delivered to the Company (i) a certificate of the Secretary of GMI, dated as of the date of the Effective Time, stating that the conditions precedent set forth in subsections (a) and (b) above have been made and/or obtainedsatisfied, except in (ii) a copy of each of (X) the case text of a Third Party other than a Governmental Entitythe resolutions adopted by the board of directors of GMC, GMI and Merger Subsidiary authorizing the failure execution, delivery and performance of the Letter Agreement, this Agreement and the Certificate of Merger and the consummation of all of the transactions contemplated by the Letter Agreement, this Agreement and the Certificate of Merger and (Y) certificates executed on behalf of each of GMC, GMI and Merger Subsidiary by their respective corporate secretaries certifying to give the Company that such notice copies are true and correct copies of such resolutions and that such resolutions were duly adopted and have not been amended or obtain such consentrescinded, approval, authorization, waiver or amendment would not be likely to and (iii) an executed copy of each of the Related Agreements. (h) GMI and Merger Subsidiary shall have a Material Adverse Effect on executed the CompanyCollateral Agreement.

Conditions to the Company’s Obligations. The obligation obligations of the Company under this Agreement, (including, without limitation, the obligation to consummate and effect the transactions contemplated by Section 2.1 are exchange of shares), shall be subject to the prior satisfaction or waiver of the following ----------- conditions, unless waived by the Company: (a) Pathway and the Shareholder shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) All of the representations and warranties of Pathway and the Investor set forth Shareholder herein shall have been true and correct in this Agreement all material respects when made (or will have been made true and correct by the Closing Date), shall have continued to have been true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects (except for those representations on and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though made on and on, as of and with reference to such time, and the Investor shall have performed in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect. (b) All of the conditions to the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger AgreementDate. (c) The Company There shall not have been provided occurred any material adverse change with a certificate from an officer of the Investor certifying that the conditions precedent respect to the Company's obligations set forth in this Section shall have been satisfied.Assets or Pathway (d) The Company Pathway and the Shareholder shall have obtained financing pursuant executed and delivered to the term sheet attached as an exhibit Company all documents necessary to the Financing Letter on such other terms reasonably acceptable transfer all issued and outstanding shares of common stock of Pathway to the Company, as contemplated by this Agreement. (e) Neither Pathway and the Shareholder shall have delivered to Company an opinion, dated the Closing Date, substantially in a form reasonably satisfactory to the Company nor BOSC which shall be required by any Governmental Entity to divest any material portion of its business include the subject matter contained in connection with the consummation of the Merger or as a condition to the effectiveness of the MergerSection 3.1 (a) (b), (c) and (g). (f) All notices Pathway and the Shareholder agree to file or cause to have filed any federal, state, and local tax returns as required to for the Company from the time of its incorporation until the Closing Date. A copy of all such returns will be given prior provided to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior Company as soon as practicable after their filing. Notwithstanding anything else contained herein to the contrary, in the event that Pathway is not able to provide the Company within 75 days of Closing Date fromwith audited financial statements for the year end December 31, any Third Party 2003 in connection compliance with the consummation rules and regulation of the Securities and Exchange Commission, this Agreement may be rescinded and the Company shall instruct the transfer agent to return the share certificates to Tels and Tels shall be obligated to return to Pathway the share certificates delivered by the Company Shareholder to Pathway. (g) At Closing, Pathway shall deliver to Tels a Board resolution appointing Ron Wolfbauer and David Brandt to the Investor Board of the transactions contemplated by this Agreement have been made and/or obtained, except in the case Directors of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Company.Pathway

Conditions to the Company’s Obligations. The obligation of the Company Company’s obligations to consummate the transactions contemplated by Section 2.1 hereby in connection with the Closing are subject to satisfaction or, other than with respect to the prior satisfaction or condition set forth in Section 8.01(d) (which cannot be waived), waiver by the Company of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth in this Agreement shall Article IV and Article V (i) that are qualified by materiality will be true and correct in all respects or (ii) that are not qualified by materiality will be true and correct in all material respects respects, in each case, as of the Closing Date with the same force and effect as though made on the Closing Date (except for that those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak address matters only as of a specific time, which particular date shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed that date in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect.); (b) All of the conditions to Insurer and the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement Independent Fiduciary shall have been satisfied to performed and complied with their respective covenants and agreements hereunder through the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing in all material respects; (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (di) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC no Order shall be required by any Governmental Entity to divest any material portion of its business in connection with the effect which prohibits consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement Agreement, (ii) no Material Litigation shall have been made and/or obtainedfiled or commenced and then be pending; - 39 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** (d) the Independent Fiduciary shall have confirmed that the Transactions continue to satisfy the ERISA Requirements because an Independent Fiduciary MAC has not occurred, except in or, if an Independent Fiduciary MAC has occurred, it is not continuing on the case Closing Date; (e) the Company shall have confirmed that it may account for the transactions contemplated by this Agreement and the Ancillary Agreements as a settlement as contemplated under ASC 715; (f) a Transaction MAC has not occurred that continues as of a Third Party other than a Governmental Entitythe Closing Date; (g) the Administrative Services Agreement has been executed and delivered by each of the parties thereto; (h) each delivery contemplated by Section 2.03(a) and Section 2.03(b) shall have been delivered; and (i) simultaneously with the Closing, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to Other Insurer and the Company have a Material Adverse Effect on executed the CompanyOther Group Annuity Contract.

Conditions to the Company’s Obligations. The obligation of the Company Company’s obligations to consummate the transactions contemplated by Section 2.1 hereby in connection with the Closing are subject to satisfaction or, other than with respect to the prior satisfaction or condition set forth in Section 8.01(d) (which cannot be waived), waiver by the Company of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth in this Agreement shall Article IV and Article V (i) that are qualified by materiality will be true and correct in all respects or (ii) that are not qualified by materiality will be true and correct in all material respects respects, in each case, as of the Closing Date with the same force and effect as though made on the Closing Date (except for that those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak address matters only as of a specific time, which particular date shall be true and correct as of such time) as of the Closing Date as though made on and as of such time, and the Investor shall have performed that date in all material respects all covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required to be performed by it under this Agreement at or prior to the Closing Date and the Company shall have received a certificate signed by an executive officer of the Investor to the foregoing effect.); (b) All of the conditions to Insurer and the obligations of the Company and BOSC to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement Independent Fiduciary shall have been satisfied to performed and complied with their respective covenants and agreements hereunder through the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreement.Closing in all material respects; (c) The Company shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent to the Company's obligations set forth in this Section shall have been satisfied. (di) The Company shall have obtained financing pursuant to the term sheet attached as an exhibit to the Financing Letter on such other terms reasonably acceptable to the Company. (e) Neither the Company nor BOSC no Order shall be required by any Governmental Entity to divest any material portion of its business in connection with the effect which prohibits consummation of the Merger or as a condition to the effectiveness of the Merger. (f) All notices required to be given prior to the Closing Date with, and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement Agreement, (ii) no Material Litigation shall have been made and/or obtainedfiled or commenced and then be pending; (d) the Independent Fiduciary shall have confirmed that the Transactions continue to satisfy the ERISA Requirements because an Independent Fiduciary MAC has not occurred, except in or, if an Independent Fiduciary MAC has occurred, it is not continuing on the case Closing Date; (e) the Company shall have confirmed that it may account for the transactions contemplated by this Agreement and the Ancillary Agreements as a settlement as contemplated under ASC 715; (f) a Transaction MAC has not occurred that continues as of a Third Party other than a Governmental Entitythe Closing Date; (g) the Administrative Services Agreement has been executed and delivered by each of the parties thereto; (h) each delivery contemplated by Section 2.03(a) and Section 2.03(b) shall have been delivered; and (i) simultaneously with the Closing, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to Other Insurer and the Company have a Material Adverse Effect on executed the CompanyOther Group Annuity Contract.

Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions contemplated by Section 2.1 are Transaction on the Closing Date is subject to the prior satisfaction or waiver waiver, by the Company, on or prior to the Closing Date of each of the following ----------- conditions: (a) All of the representations and warranties of the Investor set forth Purchaser contained in this Agreement shall be true and correct in all material respects (except for those representations at and warranties that are qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties that speak as of a specific time, which shall be true and correct as of such time) as of the Closing Date as though if 57 such representations and warranties were made on at and as of such timethe Closing Date, and the Investor Purchaser shall have performed in all material respects all agreements and covenants and agreements (except for the payment of cash and the delivery of the BOSC Debentures, which shall be performed in all respects, without regard to materiality) required hereby to be performed by it under this Agreement at or prior to or at the Closing Date and Date. There shall be delivered to the Company shall have received a certificate (signed by an executive officer authorized person of the Investor Purchaser) to the foregoing effect. (b) All of the conditions consents, approvals, Permits and waivers from Governmental Entities and other parties necessary to the obligations of permit the Company and BOSC the Purchaser to consummate the merger contemplated in the Merger Agreement (the "Merger") ------ capable of being satisfied prior to the consummation of this Agreement Transaction shall have been satisfied to the Company's reasonable satisfaction, unless the failure ------ to consummate the Merger is due to a breach by the Company of the Merger Agreementobtained. (c) The Company Purchaser shall have been provided with a certificate from an officer of the Investor certifying that the conditions precedent delivered to the Company's obligations set forth Company the opinions of Xxxxxx, Xxxx & Xxxxxxxx, LLP, counsel to the Purchaser, in this Section shall have been satisfied.the form attached hereto as Exhibit H. (d) The Company No order enjoining the sale of the Securities or the GE Warrants or the proposed issuance of the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares or the GE Warrant Shares shall have obtained financing pursuant been issued and no proceedings for such purpose shall be pending or threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over the Transaction. At the time of the Closing, the sale and issuance of the Securities, the GE Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Warrant Shares shall be legally permitted by all laws and regulations to which the term sheet attached as an exhibit to Company and the Financing Letter on such other terms reasonably acceptable to the CompanyPurchaser are subject. (e) Neither the Company nor BOSC The Supplemental Service Fee shall be required have been terminated by any Governmental Entity to divest any material portion of its business in connection with the consummation of the Merger or as a condition to the effectiveness of the MergerGE. (f) All notices required to be given prior The Purchaser shall have delivered to the Closing Date withCompany, unless waived in writing by the Company, such other documents relating to the Transaction as the Company or the Company's counsel may reasonably request. (g) The lender under the Credit Facility shall have executed and delivered the Credit Facility and all consents, approvals, authorizations, waivers and amendments required to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company and the Investor of the transactions contemplated by this Agreement have been made and/or obtained, except in the case of a Third Party other than a Governmental Entity, the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment would not be likely to have a Material Adverse Effect on the Companyrelated documents.