Common use of Conditions to the Obligations of the Buyer Clause in Contracts

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further Transactions are subject to the fulfillment satisfaction, at or prior to the Closing, of the following further conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All (i) Each of Seller and Xx. Xxxxxx shall have performed in all material respects its or his obligations hereunder required to be performed by it at or prior to the Closing, (ii) the representations and warranties of Seller and Xx. Xxxxxx contained herein modified by the phrase “Company Parties contained Material Adverse Effect” or any other materiality modifier shall have been true and correct in this Agreement all respects when made (except to the extent such representations and warranties relate to an earlier date, in which case of such earlier date), and shall be true and correct in all Material respects at and as of the Closing Date as though made on and as of such date the Closing Date (except for to the extent such representations and warranties that are made as relate to an earlier date, in which case of a specific such earlier date). The Company Parties shall have performed , and complied in all Material respects with all covenants (iii) the other representations and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders warranties of the Buyer's Stock. (c) All documents required to have been executed Seller and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing Xx. Xxxxxx contained herein shall have been so executed true and deliveredcorrect in all material respects when made (except to the extent such representations and warranties relate to an earlier date, whether or not in which case of such documents have been or will earlier date), and shall be executed true and delivered by correct in all material respects at and as of the other parties contemplated thereby. Closing Date as though made on and as of the Closing Date (dexcept to the extent such representations and warranties relate to an earlier date, in which case of such earlier date); and (iv) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel certificate signed by the Xx. Xxxxxx to the Company Partiesforegoing effect; (b) There shall not be pending any Proceeding commenced with respect to the Transactions by any Governmental Entity, dated as which Proceeding seeks to restrain or prohibit Buyer’s ownership or operation (or that of its Subsidiaries or Affiliates) of all or any material portion of the Closing Datebusiness or assets of the Company, or to compel Buyer or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company; (c) There shall not have been any action with respect to the Transactions taken since the date of this Agreement by any court or other Governmental Entity (which action has not been vacated or reversed), or any Law, injunction, order or decree enacted, promulgated or issued with respect to the Transactions by any court or other Governmental Entity (which Law, injunction, order or decree remains in effect), in form any case that is likely to result in any of the consequences referred to in Section 7.01(b); (d) Since the date of this Agreement, there shall not have occurred any event, occurrence, development or state of circumstances which, individually or in the aggregate, has had, and substance reasonably satisfactory continues to the Buyer.have, a Company Material Adverse Effect; (e) As [Reserved] (f) [Reserved] (g) The Company shall not have any Liabilities other than the Closing Liabilities and Xx. Xxxxxx shall have provided Buyer with a certificate certifying the amount of Liabilities on the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vih) with respect Parent shall have received a certification signed under penalties of perjury by Seller and Xx. Xxxxxx to the Company only, effect that neither is not a certificate from its Secretary or an Assistant Secretary certifying “foreign person” as defined in Section 1445 of the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementCode.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 Section 10.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not Holders of Company Shares representing no more than five Business Days ten percent (10%) of the issued and outstanding Company Shares immediately prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Effective Time shall have exercised dissenters' or similar rights with respect to the holders of the Buyer's StockMerger. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from BrooksXxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P.L.L.P., counsel to the Company PartiesCompany, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C. (e) Each of J. Xxxxx XxXxxxxxx, Xxxx X. Xxxxxx, and substance reasonably satisfactory to X.X. Xxxxxxxxx, Xx. shall have executed and delivered an employment agreement (the Buyer"EMPLOYMENT AGREEMENTS") with the Company Bank, effective as of the Effective Time of the Merger, in the respective forms attached hereto as EXHIBIT X-0, X-0 and D-3, respectively. (ef) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:Subsidiaries (including the Company Bank): (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date;. (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that (1) its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence, and (2) Company has complied with the conditions set forth in this Section 8.3 as may be reasonably required by the Buyer, including without limitation a Certificate as to the matters set forth in Section 8.3(a); (v) with respect to the Company only, a true and complete copy of the resolutions of its Board board of Directors directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement. (g) Each member of the board of directors of the Company Bank shall, if so requested by the Buyer, have tendered his or her written resignation to the Company Bank effective as of the Effective Time of the Merger. (h) The Buyer shall have received from Trident Securities an updated Buyer Fairness Opinion, dated the date of the Joint Proxy Statement, to the effect that, as of the date of the Joint Proxy Statement, the terms of the Merger, including the Merger Consideration, are fair, from a financial point of view, to the Buyer and its shareholders.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further Transactions are subject to the fulfillment satisfaction, at or prior to the Closing, of the following further conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All (i) Each of Seller and Xx. Xxxxxx shall have performed in all material respects its or his obligations hereunder required to be performed by it at or prior to the Closing, (ii) the representations and warranties of Seller and Xx. Xxxxxx contained herein modified by the phrase “Company Parties contained Material Adverse Effect” or any other materiality modifier shall have been true and correct in this Agreement all respects when made (except to the extent such representations and warranties relate to an earlier date, in which case of such earlier date), and shall be true and correct in all Material respects at and as of the Closing Date as though made on and as of such date the Closing Date (except for to the extent such representations and warranties that are made as relate to an earlier date, in which case of a specific such earlier date). The Company Parties shall have performed , and complied in all Material respects with all covenants (iii) the other representations and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders warranties of the Buyer's Stock. (c) All documents required to have been executed Seller and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing Xx. Xxxxxx contained herein shall have been so executed true and deliveredcorrect in all material respects when made (except to the extent such representations and warranties relate to an earlier date, whether or not in which case of such documents have been or will earlier date), and shall be executed true and delivered by correct in all material respects at and as of the other parties contemplated thereby. Closing Date as though made on and as of the Closing Date (dexcept to the extent such representations and warranties relate to an earlier date, in which case of such earlier date); and (iv) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel certificate signed by the Xx. Xxxxxx to the Company Partiesforegoing effect. For the purpose of clauses (ii) through (iv) above, dated the representations and warranties contained herein shall be deemed also to apply to Atlas III as of the Closing DateDate as if Atlas III were set forth in such representations and warranties in each place where there is a reference to Atlas II; (b) There shall not be pending any Proceeding commenced with respect to the Transactions by any Governmental Entity, which Proceeding seeks to restrain or prohibit Buyer’s ownership or operation (or that of its Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Companies, or to compel Buyer or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Companies; (c) There shall not have been any action with respect to the Transactions taken since the date of this Agreement by any court or other Governmental Entity (which action has not been vacated or reversed), or any Law, injunction, order or decree enacted, promulgated or issued with respect to the Transactions by any court or other Governmental Entity (which Law, injunction, order or decree remains in effect), in any case that is likely to result in any of the consequences referred to in Section 7.01(b); (d) Since the date of this Agreement, there shall not have occurred any event, occurrence, development or state of circumstances which, individually or in the aggregate, has had, and continues to have, a Company Material Adverse Effect; (e) [Reserved] (f) Buyer shall have received copies in form and substance reasonably satisfactory to it of all consents set forth or required to be set forth on Section 3.04 of the Buyer.Seller Disclosure Schedule; (eg) As The Companies shall not have any Liabilities other than the Closing Liabilities and Xx. Xxxxxx shall have provided Buyer with a certificate certifying the amount of Liabilities on the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vih) with respect Parent shall have received a certification signed under penalties of perjury by Seller and Xx. Xxxxxx to the Company only, effect that neither is not a certificate from its Secretary or an Assistant Secretary certifying “foreign person” as defined in Section 1445 of the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementCode.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further Transactions are subject to the fulfillment satisfaction, at or prior to the Closing, of the following further conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All (i) Each of Seller and Xx. Xxxxxx shall have performed in all material respects its or his obligations hereunder required to be performed by it at or prior to the Closing, (ii) the representations and warranties of Seller and Xx. Xxxxxx contained herein modified by the phrase “Company Parties contained Material Adverse Effect” or any other materiality modifier shall have been true and correct in this Agreement all respects when made (except to the extent such representations and warranties relate to an earlier date, in which case of such earlier date), and shall be true and correct in all Material respects at and as of the Closing Date as though made on and as of such date the Closing Date (except for to the extent such representations and warranties that are made as relate to an earlier date, in which case of a specific such earlier date). The Company Parties shall have performed , and complied in all Material respects with all covenants (iii) the other representations and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders warranties of the Buyer's Stock. (c) All documents required to have been executed Seller and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing Xx. Xxxxxx contained herein shall have been so executed true and deliveredcorrect in all material respects when made (except to the extent such representations and warranties relate to an earlier date, whether or not in which case of such documents have been or will earlier date), and shall be executed true and delivered by correct in all material respects at and as of the other parties contemplated thereby. Closing Date as though made on and as of the Closing Date (dexcept to the extent such representations and warranties relate to an earlier date, in which case of such earlier date); and (iv) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel certificate signed by the Xx. Xxxxxx to the Company Partiesforegoing effect. For the purpose of clauses (ii) through (iv) above, dated the representations and warranties contained herein shall be deemed also to apply to BN Expansion II as of the Closing DateDate as if BN Expansion II were set forth in such representations and warranties in each place where there is a reference to BN Expansion; (b) There shall not be pending any Proceeding commenced with respect to the Transactions by any Governmental Entity, which Proceeding seeks to restrain or prohibit Buyer’s ownership or operation (or that of its Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Companies, or to compel Buyer or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Companies; (c) There shall not have been any action with respect to the Transactions taken since the date of this Agreement by any court or other Governmental Entity (which action has not been vacated or reversed), or any Law, injunction, order or decree enacted, promulgated or issued with respect to the Transactions by any court or other Governmental Entity (which Law, injunction, order or decree remains in effect), in form any case that is likely to result in any of the consequences referred to in Section 7.01(b); (d) Since the date of this Agreement, there shall not have occurred any event, occurrence, development or state of circumstances which, individually or in the aggregate, has had, and substance reasonably satisfactory continues to the Buyer.have, a Company Material Adverse Effect; (e) As [Reserved] (f) [Reserved] (g) The Companies shall not have any Liabilities other than the Closing Liabilities and Xx. Xxxxxx shall have provided Buyer with a certificate certifying the amount of Liabilities on the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vih) with respect Parent shall have received a certification signed under penalties of perjury by Seller and Xx. Xxxxxx to the Company only, effect that neither is not a certificate from its Secretary or an Assistant Secretary certifying “foreign person” as defined in Section 1445 of the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementCode.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further subject to the fulfillment satisfaction of each of the following conditions, unless any of which may be waived in writing by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) All each of the representations and warranties of (i) set forth in the Company Parties contained in this Agreement Seller Fundamental Representations (other than Section 3.07(a)) shall be true and correct in all Material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except for those representations and warranties that are made address matters only as of a specific specified date, the accuracy of which shall be determined as of that specified date). The Company Parties , in each case, other than such failures to be true and correct as are de minimis in effect, (ii) set forth in Section 3.07(a) shall be true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date), except where such failures to be true and correct, individually or in the aggregate, would not and would not reasonably be expected to impair the value of the Acquired Assets by more than an immaterial amount or impair in more than an immaterial manner the Buyer’s use of, or otherwise affect the delivery at Closing of, the Acquired Assets, and (iii) set forth in ARTICLE III (other than any Seller Fundamental Representations) shall be true and correct in all respects (in each case, without giving effect to any “materiality”, “Seller Material Adverse Effect” or similar qualifications contained therein, other than (x) with respect to Section 3.06(b), with respect to which effect shall be given to “Seller Material Adverse Effect” and (y) the use of the word “Material” in the defined term “Material Contract”) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date), except where such failures to be true and correct, individually or in the aggregate, have not had and would not have reasonably be expected to have, a Seller Material Adverse Effect; (b) the Seller shall have performed and complied in all Material material respects with all the covenants and agreements contained in required by this Agreement required to be performed and or complied with by them it at or prior to the Closing.; provided that, with respect to covenants and agreements that are qualified by materiality, the Seller shall have performed such covenants and agreements, as so qualified, in all respects; (bc) since the date of this Agreement, there shall not have occurred or be continuing any Seller Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Seller Material Adverse Effect; (d) an appropriate senior officer of the Seller shall have delivered to the Buyer a certificate, dated as of the Closing Date signed by such officer on behalf of the Seller, confirming the satisfaction of the conditions contained in Section 8.03(a), 8.03(b) and 8.03(c); (e) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.following items: (ci) All documents required to have been the Buyer LLCA, duly executed and delivered by the CompanyContinuing Senior Leaders; (ii) the Escrow Agreement, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so duly executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby.Seller; (diii) The Buyer shall have received a legal opinion from Brooksan Incentive Award Agreement, Piercesubstantially in the form attached as Exhibit C hereto, McLexxxxduly executed by each Continuing Senior Leader; (iv) the Transition Services Agreement, Xxxxxxxx & Xeonxxx, X.L.P., counsel to duly executed by the Company Parties, dated as of the Closing DateSeller; (v) all Fund Consents and Fund Lender Consents, in form and substance reasonably satisfactory acceptable to the Buyer.; (evi) As the Assignment and Assumption Agreement, substantially in the form attached as Exhibit D hereto (the “Assignment Agreement”), duly executed by the Seller; (vii) the Bill of Sale, substantially in the form attached as Exhibit E hereto (the “Bill of Sale”), duly executed by the Seller; (viii) evidence of the Closing Datetermination and/or waiver of Sections 5.2, the Buyer shall have received the following documents with respect to each 5.5, 5.6, 7.2, 10.1(a) (other than 10.1(a)(ii)), 10.2, 10.3, 10.4, 10.5(h) and 10.6 of the Company RLP Agreement, in form and its subsidiaries:substance reasonably acceptable to the Buyer; (iix) a duly executed IRS Form W-9 from the Seller; (x) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence Secretary (or authority as a foreign corporation issued as of a recent date by each equivalent officer) of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a Seller certifying that attached thereto are true and complete copy copies of its articles of incorporation or charter and all amendments thereto, certified resolutions adopted by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date governing body of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders Seller authorizing the execution, delivery and performance of this Agreement, Agreement and all instruments the other Transaction Documents and documents to be delivered in connection herewith, and the consummation of the transactions contemplated herebyhereby and thereby, certified by its Secretary or an Assistant Secretaryand that such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (vixi) evidence of the termination of that certain Management Agreement, dated as of October 1, 2014 (as amended, restated or otherwise modified from time to time), by and between Newbury Associates LLC and Falcon Capital Partners III, LLC, in form and substance reasonably acceptable to the Buyer; and (xii) with respect to each Phantom Carry Bonus Participant who is employed by the Company onlySeller as of immediately prior to the Closing and who has executed and delivered to each of the Buyer and the Seller a Phantom Carry Bonus Assignment and Amendment Agreement, each such Phantom Carry Bonus Assignment and Amendment Agreement, duly executed by the Seller. (f) the Employment Agreements and Restrictive Covenant Agreements shall each be in full force and effect on the Closing Date; (g) Offered Employees that represent at least fifty percent (50%) of either (i) the Offered Employees (other than the Continuing Senior Leaders) with the title of “vice president” or a certificate from more senior title or (ii) the aggregate annual base compensation of all of the Offered Employees (other than the Continuing Senior Leaders), shall have accepted employment with the Buyer or its Secretary Affiliate (as applicable), executed standard onboarding documents as reasonably required by the Buyer or an Assistant Secretary certifying its Affiliate, and not rescinded such acceptance as of the incumbency and signatures of its officers who will execute documents Closing Date; and (h) at the Closing, all Liens upon the Acquired Assets arising under any Indebtedness of the Seller and any other Liens that materially impair the value of or the Buyer’s use of the Acquired Assets shall have been released in full, other than Permitted Liens, and the Seller shall have delivered to the Buyer prior to the Closing or who have executed this Agreementpayoff letters for all Indebtedness for borrowed money of the Seller, in form and substance reasonably acceptable to the Buyer, which include the express authorization for the filing of such termination statements as are necessary to extinguish any such Liens securing such Indebtedness upon receipt of the amounts set forth in such payoff letters.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement are subject to the fulfillment on or before the Closing Date of the following conditions, unless any of which may be waived in whole or in part by the Buyer pursuant to SECTION 11.4 of this Agreement:the extent permitted by Applicable Law. (aA) All The representations and warranties of the Company Parties Sellers contained in this Agreement shall be true and correct in all Material material respects as of the Closing Date as though made as of such date (except for other than representations and warranties that are made qualified as of a specific date). The Company Parties to materiality, which shall have performed be true and complied correct in all Material respects with all covenants respects) on and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in form and substance reasonably satisfactory except to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation extent that any representation or warranty is made as of a recent date specified date, in which case such representation or warranty shall be true in all material respects (other than representations and a certificate of existence or authority warranties that are qualified as a foreign corporation issued to materiality, which EXECUTION shall be true and correct in all respects) as of a recent date by such date. Upon receiving the Closing Date Purchase Price Payment, each Seller shall have certified as to the fulfillment of the jurisdictions conditions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (vthis Section 5.2(a) with respect to such Seller. (B) The Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company only, a true and complete copy Sellers by the time of the resolutions Closing. Upon receiving the Closing Date Purchase Price Payment, each Seller shall have certified as to the fulfillment of its Board of Directors and shareholders authorizing the execution, delivery and performance of conditions in this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (viSection 5.2(b) with respect to such Seller. (C) The Sellers shall have made all of the Company onlydeliveries contemplated by Section 1.10. (D) All of the Schedules shall be acceptable to the Buyer, a certificate in its sole discretion, in form and content. (E) There shall not be in effect any statute, rule or regulation which makes it illegal for the Buyer to consummate the transactions contemplated by this Agreement or any order, decree or judgment which enjoins the Buyer or the Sellers from its Secretary or an Assistant Secretary certifying consummating the incumbency and signatures of its officers who will execute documents at the Closing or who have executed transactions contemplated by this Agreement. (F) There shall not have been any material error, misstatement or omission in this Agreement or any exhibit, schedule or other document delivered in connection with this Agreement. (G) During the period from the date of this Agreement to the Closing Date (i) there shall not have been any Material Adverse Change to the Company (whether as a result of any casualty or disaster, accident, labor dispute, exercise of the power of eminent domain or other governmental act, or as a result of any other event or circumstance) and (ii) the Company shall not have sustained any loss or damage to its properties, whether or not insured, which affects its ability to conduct its business.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby under this Agreement shall be further subject to the fulfillment satisfaction of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) The Parent and TSA shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date. (b) All representations and warranties of the Company Parties contained Parent and TSA herein shall have been true and correct in this Agreement all material respects when made, 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 material respects on and as of the Closing Date as though made on, as of and with reference to such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents consents, approvals, certificates and authorizations required to have been executed and delivered be obtained by the CompanyParent and TSA in connection with the sale of the Assets, the Company Bank or any including without limitation, all approvals by and clearances from all governmental authorities, lenders, and other third party to the Buyer or the Buyer Bank at or prior to the Closing parties, shall have been so executed obtained and deliveredno such consent, whether approval or not such documents have been or will authorization shall be executed and delivered by the other parties contemplated therebysubject to any condition which is unduly burdensome. (d) There shall not have occurred since June 30, 1998, except as set forth in Schedule 8.2(d), any material adverse change with respect to the business, assets, financial condition or results of operations of TSA. (e) TSA shall have executed and delivered to the Buyer all documents necessary to convey title to the Assets to the Buyer as contemplated by this Agreement. (f) TSA shall have provided to the Buyer a complete and accurate schedule including an aging schedule for all of TSA's Accounts Receivable as of a date not more than two business days prior to the Closing Date. (g) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel entered into assignment and assumption agreements with respect to all assumed Leases of real property or personal property. (h) Counsel to the Company Parties, Parent and TSA shall deliver an opinion addressed to the Buyer and dated as the Closing Date in substance similar to that on Schedule 8.2(h). (i) Each of the Closing Date, persons specified on Schedule 9.5(a) hereof has executed an agreement not to compete as provided in Section 9.5(a) which agreement shall be in form and substance reasonably satisfactory to the Parent and the Buyer. (ej) As of the Closing Date, The Parent and TSA shall have provided the Buyer shall have received with such financial and other information concerning TSA which the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementBuyer may reasonably request.

Conditions to the Obligations of the Buyer. The obligations of the ------------------------------------------ Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment satisfaction, on or before the Closing Date, of each and every one of the following conditions, unless waived waived, in whole or in part, by the Buyer pursuant to SECTION 11.4 for purposes of this Agreement:consummating such transaction. (a) All The representations and warranties of Seller and the Company Parties contained in this Agreement Controlling Stockholders set forth herein shall be true and correct in all Material material respects as of on the Closing Date with the same force and effect as though if they had been made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to on the ClosingClosing Date. (b) The Buyer Seller and the Controlling Stockholders shall have received from Sternperformed and complied with all agreements, Agee & Leacx x xetterobligations, dated not more than five Business Days covenants and conditions required by this Agreement to be performed or complied with by the Seller or the controlling Stockholders on or prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.Closing; (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brookscertificate, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel dated the Closing Date and signed by the President of the Seller to the Company Parties, dated as effect set forth in Section 8.2(a) and 8.2(b) for the purpose of verifying the Closing Date, in form accuracy of such representations and substance reasonably satisfactory to warranties and the Buyer.performance and satisfaction of such covenants and conditions; (ed) As of the Closing Date, the Buyer shall have received the following documents with respect to each corporate resolutions of the Company and its subsidiaries: (i) a certificate Board of its corporate existence issued by the jurisdiction Directors of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments theretoSeller, certified by the jurisdiction an officer of its incorporation as of a recent date; (iii) a true and complete copy of its bylawsSeller, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing which authorize the execution, delivery and performance of this Agreement, Agreement and all instruments and the documents referred to herein to which it is or is to be delivered a party dated as of the Closing Date and Buyer shall have received a certificate, dated the Closing Date and signed by the President of the Seller certifying that this Agreement shall have been adopted and approved by the affirmative vote of not less than two-thirds (2/3) of the stockholders of the Seller at a duly called stockholders meeting of the Seller, all as required by Delaware law not later than February 11, 2003; (e) The Buyer shall have received a certificate, dated the Closing Date and signed by each Controlling Stockholder to the effect set forth in connection herewith, Section 8.2(a) and 8.2(b) for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions; (f) The related transactions contemplated hereby, certified by its Secretary or an Assistant Secretaryset forth in Section 4.2(i) and 4.2(ii) shall be consummated concurrently with the Closing; and (vig) with respect The Seller shall have delivered to Buyer all instruments of assignment and bills of sale necessary to transfer to Buyer good and marketable title to the Company onlyPurchased Assets; (h) To the best of Buyer's knowledge, a certificate from its Secretary no action, suit or an Assistant Secretary certifying proceeding by or before any court or any governmental or regulatory authority shall have been commenced and no investigation by any governmental or regulatory authority shall have been commenced seeking to restrain, prevent or challenge the incumbency and signatures of its officers who will execute documents at transactions contemplated hereby or seeking judgments against Seller or the Closing or who have executed this AgreementControlling Stockholders.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby by this Agreement shall be further subject to the fulfillment fulfillment, at or prior to the Closing, of each of the following conditions, unless any of which may be waived in writing by the Buyer pursuant to SECTION 11.4 of this Agreementin its sole discretion: (a) All The representations and warranties of the Company Parties Seller contained in this Agreement shall be true and correct in all Material respects both when made and as of the Closing Date as though made as Date, or, in the case of such date (except for representations and warranties that are made as of a specific specified date), such representations and warranties shall be true and correct as of such specified date. The Company Parties Seller shall have performed and complied in all Material respects with all covenants and agreements contained in required by this Agreement required to be performed and complied with by them at or it prior to or at the Closing. The Buyer shall have received a certificate of a duly authorized officer of the Seller to the effect set forth in the preceding sentences. (b) The Buyer No Governmental Authority shall have received from Sternenacted, Agee & Leacx x xetterissued, dated not more than five Business Days prior to promulgated, or enforced any Law that prohibits the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders consummation of the Buyer's Stocktransactions contemplated by this Agreement. (c) All documents required No Action shall be pending or threatened (i) challenging the transactions contemplated by this Agreement or otherwise seeking damages in connection therewith or (ii) seeking to have been executed and delivered by prohibit or limit the Company, the Company Bank or any third party to ability of the Buyer to own, operate or control the Business or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated therebyPurchased Assets. (d) The Buyer shall have received a legal opinion from Brooksexecuted originals of all consents, Piercewaivers, McLexxxxapprovals, Xxxxxxxx & Xeonxxxand authorizations, X.L.P., counsel to the Company Parties, dated as including without limitation evidence of the Closing Dateapproval of the shareholders of Xxxxxx Xxxxxx contemplated pursuant to Section 5.4, in form and substance reasonably satisfactory each case as may be required by law, statute, rule, regulation, contract, or agreement to be obtained by the BuyerSeller in connection with the consummation of the transactions contemplated by this Agreement. (e) As of the Closing Date, the The Buyer shall have received the following documents with respect to an executed original of each of the Company and its subsidiaries:Ancillary Agreements. (if) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter The Buyer shall have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect received such other documents relating to the Company onlyBusiness, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, Purchased Assets and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; andhereby as the Buyer may reasonably request. (vig) with respect All of the consents, authorizations, or approvals of third parties or any Governmental Authority listed on Schedule 5.1(g) have been obtained. (h) There shall not have occurred any change, event or development or prospective change, event, or development that, individually or in the aggregate, has had or is reasonably likely to the Company only, have a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementMaterial Adverse Effect.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 Section 10.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement and the Company's Disclosure Schedule shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (c) The Buyer shall have received an opinion of Muldoon Murphy & Aguggia LLP, couxxxx xx xxx Xxmpany, dated as of the Closing Date, reasonably satisfactory to the Buyer in form and substance, concerning matters relating to the Company. (d) The Buyer shall have received a legal opinion from BrooksSmith, PierceAnderson, McLexxxxBlount, Xxxxxxxx Dorsett, Mitchell & XeonxxxJernigan, X.L.P.L.L.P., counsel to the Company Partiescounxxx xx xhe Xxxxx, dated xated as of the Closing Date, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368 of the Code. The issuance of such opinion shall be conditioned on the receipt by such counsel of representation letters from the Company and the Buyer, in each case, in form and substance reasonably satisfactory to Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. The sxxxxxxx proxxxxxxx of each such representation letter shall be in form and substance reasonably satisfactory to such counsel, and each such representation letter shall be dated on or before the Buyerdate of such opinion and shall not have been withdrawn or modified in any material respect. (e) As of the Closing Date, the The Buyer shall have received the following documents with respect to each from FTN a bringdown of the Company and its subsidiaries: (i) a certificate opinion of its corporate existence issued by FTN dated June 28, 2005, to the jurisdiction of its incorporation effect that as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each within five (5) business days prior to the mailing of the jurisdictions Joint Proxy Statement to the Buyer's shareholders in which it is qualified connection with the Merger, the aggregate Merger Consideration to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified be paid by the jurisdiction Buyer to this Agreement is fair, from a financial point of its incorporation as of a recent date; (iii) a true and complete copy of its bylawsview, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementBuyer.

Conditions to the Obligations of the Buyer. Trucking, and the Buyer's Parent. The obligations of the Buyer Buyer, Trucking, and the Buyer's Parent to effect consummate the transactions contemplated hereby shall be further subject to the fulfillment satisfaction (or waiver by the Buyer), on or before the Closing Date, of the following additional conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All representations and The warranties of the Company Parties Seller and the Shareholder contained in this Agreement shall be true and correct in all Material material respects as of the Closing Date with the same effect as though if made on and as of such date the Closing Date (except for representations and to the extent such warranties that are made speak as of a specific certain date, in which case such warranties shall be true and correct as of that date). The Company Parties , and at the Closing each of the Seller and the Shareholder shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior delivered to the ClosingBuyer and Trucking a certificate to that effect, dated the Closing Date and signed by duly authorized officers of the Seller or by the Shareholder, as the case may be. (b) The Buyer Subject to the provisions of Section 4.2, (i) the Buyer, Trucking, and their accountants, legal counsel and other authorized representatives shall have received from Sternbeen given reasonable access during normal business hours to and been permitted to review the properties, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders books and records of the Buyer's Stock. (c) All documents required to Seller and such other information as shall have been executed reasonably requested by and delivered by the Company, the Company Bank or any third party provided to the Buyer or Trucking (including site inspection, financial review, legal review of Contracts and other documentation, environmental audit, review of such employee information as the Buyer Bank at or prior to the Closing shall have been so executed Trucking deems necessary, and deliveredsatisfactory interviews with any partners, whether or not such documents have been or will be executed employees, customers, suppliers, lenders and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as licensors of the Closing DateSeller), in form so that the Buyer and substance Trucking may have the opportunity to make such further due diligence investigation as it shall desire to make of the Seller and the Business, and (ii) the results of such due diligence investigation shall be reasonably satisfactory to the BuyerBuyer and Trucking. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further Transaction is subject to the fulfillment satisfaction or waiver by the Buyer of the following further conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All no Governmental Authority shall have commenced, enacted, issued, promulgated, enforced or entered any suit, proceeding, Order or other Law which is then in effect and has the effect of making the Transaction illegal or otherwise prohibiting the consummation of the Transaction; (b) the Seller shall have executed and delivered to the Buyer a special power of attorney and blanket endorsement with respect to the Purchased Loans in favor of the Buyer, substantially in the form of Appendix C, authorizing the Buyer to endorse each of the Notes evidencing such Purchased Loans on the Seller’s behalf; (c) the representations and warranties of the Company Parties Seller contained in this Agreement the Transaction Documents to which it is a party shall be true and correct in all (without giving effect to any limitation as to materiality or Seller Material respects Adverse Effect or similar qualifiers set forth therein) at and as of the Closing Date with the same force and effect as though if made at and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date (or with respect to such period), except for where the failure of such representations and warranties that are made as of to be true and correct would not reasonably be expected to have, individually or in the aggregate, a specific date). The Company Parties Seller Material Adverse Effect; (d) the Seller shall have performed and complied in all Material material respects with all material agreements and covenants and agreements contained in this Agreement required by the Transaction Documents to be performed and or complied with by them the Seller at or prior to the Closing.; (be) The Buyer since the date hereof, there shall not have received from Sternbeen any receiver or conservator appointed for the Seller or all or any substantial part of its property; (f) the corrections to the Estimated Schedule of Purchased Loans described in Section 5.2(c) do not result, Agee & Leacx x xetterin the aggregate, dated not in a change to the Estimated Purchase Price of more than five Business Days prior $25,000,000; and (g) all documents and certificates specified in Section 5.3 to be delivered by the parties to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of Transaction Documents (other than the Buyer's Stock. (c) All documents required to have been on the Closing Date shall be duly executed and delivered by the Company, the Company Bank or any third party all signatories as required pursuant to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated therebyrespective terms thereof. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. 12.1 The obligations of the Buyer to effect complete the transactions contemplated hereby by this Agreement and the obligations of the Seller under this Agreement shall be further subject to the fulfillment fulfilment on or before Closing Date of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement:conditions:‌ (a) All each of the representations and warranties of the Company Parties Seller contained in this Agreement Sections 6.1 and 6.2 shall be true and correct in all Material respects as of at the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing.Date; (b) The the Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to approval for the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point transaction herein described by its board of view, to the holders of the Buyer's Stock.directors and its shareholders (if necessary); (c) All documents required to have been executed this Agreement and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing transactions described herein shall have been so executed and deliveredconsented to in writing by all necessary third parties including but without limitation, whether or not such documents have been or will be executed and delivered consent by the other parties contemplated thereby.CSE and relevant securities commissions; (d) The Buyer shall have received a legal opinion from Brooksthere not having occurred, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as satisfaction of the Closing DateBuyer, any material change, change of material fact or any development that could result in form and substance reasonably satisfactory to a material adverse change or adverse change of material fact in the Buyer.business, financial results, operations or affairs of the Seller; and (e) As all documents, instruments and assurances required to be delivered to the Buyer by the Seller pursuant to Section 10.1 shall have been delivered on or prior to Closing Date. 12.2 The conditions set out in Section 12.1 have been inserted for the benefit of the Buyer. If any of the conditions set out in Section 12.1 shall not have been fulfilled on or prior to Closing Date, the Buyer may rescind this Agreement by notice to the Seller and in such event the Buyer shall have received the following documents be released from all of its obligations under this Agreement. The Buyer may waive or relax compliance with respect to each any of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by conditions to the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each obligations of the jurisdictions Buyer under this Agreement without prejudice to its right of rescission in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy the event of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date non-fulfilment of the certificate described same condition at a later time or in subsection (ii) abovethe event of non- fulfilment of any other condition or conditions, and provided that nothing has occurred since any such waiver or relaxation shall be binding upon the date of issuance of the certificate of existence specified Buyer only if made in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementwriting.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION Section 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not Holders of Company Shares representing no more than five Business Days ten percent (10%) of the issued and outstanding Company Shares immediately prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Effective Time shall have exercised dissenters' or similar rights with respect to the holders of the Buyer's StockHolding Company Merger. (c) All documents and agreements required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P.HSB, counsel to the Company PartiesCompany, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:subsidiaries (including the Company Bank): (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board board of Directors directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further under this Agreement are subject to the fulfillment satisfaction, at or before the Closing, of each of the following conditions, unless conditions (any of which may be waived in writing by the Buyer pursuant to SECTION 11.4 of this Agreement:Buyer): (a) All The representations and warranties of Whitbread and the Company Parties Seller contained in this Agreement herein that are qualified as to materiality shall be true and correct in all Material material respects on and as of the Closing Date as though made as of such date (except for the representations and warranties that are made as of a specific date which shall be true in all material respects as of such date). The Company Parties ) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Whitbread and the Seller that are not so qualified shall be true in all respects. (b) Whitbread and the Seller shall have performed and complied in all Material material respects with all covenants covenants, agreements, obligations and agreements contained in conditions required by this Agreement required to be performed and or complied with by them at or prior to the Closing. (c) There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of the transactions contemplated hereby, (b) could reasonably be expected to have a material adverse effect on the Buyer’s ability to exercise control over or manage Whitbread after the Closing or (c) could reasonably be expected to have a material adverse effect on the Business of Whitbread. (d) On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated hereby. (e) Whitbread shall have delivered to the Buyer a certificate, dated the Closing Date, executed by the Secretary of Whitbread, certifying as to (i) Whitbread’s articles of incorporation, (ii) Whitbread’s by-laws, (iii) resolutions with respect to the transactions contemplated by this Agreement adopted by Whitbread’s board of directors and shareholders and attached to such certificate, and (d) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements on behalf of Whitbread. (f) Xxxx Xxxxxxxxxxx and Xxxxxxx Xxx shall have entered into an employment agreement with Whitbread (the “Employment Agreements”), substantially in the form of Exhibit B.1, and Xxxx D’Arcy shall have entered into a non-competition agreement with the Whitbread substantially in the form of Exhibit B.2 (the “Non-Competition Agreement”). (g) The Seller shall have entered into a lock-up agreement with the Buyer (the “Lock-up Agreement”), substantially in the form of Exhibit C. (h) Whitbread shall have furnished the Buyer with copies of the Ownership and Nondisclosure Agreements signed by each employee, officer, consultant or contractor of Whitbread identified on Schedule 4.15(g). (i) Whitbread shall have furnished the Buyer with copies of the Option Waivers, which provide for the cancellation of all of the outstanding options to purchase Shares. (j) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, resignations in form and substance reasonably satisfactory to the BuyerBuyer from the directors and officers of Whitbread listed on Schedule 9.2(j), which shall include a release of all Claims against Whitbread. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 10.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not Holders of Company Shares representing no more than five Business Days 10 percent (10%) of the issued and outstanding Company Shares immediately prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Effective Time shall have exercised dissenters' or similar rights with respect to the holders of the Buyer's StockMerger. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company PartiesCompany, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 Section 10.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not Holders of Company Shares representing no more than five Business Days ten percent (10%) of the issued and outstanding Company Shares immediately prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Effective Time shall have exercised dissenters' or similar rights with respect to the holders of the Buyer's StockMerger. (c) Holders of Buyer's Stock representing no more than ten percent (10%) of the issued and outstanding shares of Buyer's Stock immediately prior to the Effective Time shall have exercised dissenters' or similar rights with respect to the Merger. (d) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (de) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxxMcLendon, Xxxxxxxx Humphrey & XeonxxxLeonard, X.L.P.LLP, counsel to the Company PartiesCompany, dated as of the Closing Dateox xxx Xxxxxxx Xxxx, in form ix xxxx and substance reasonably satisfactory to the Buyer. (ef) Buyer shall have received a written opinion in form and substance satisfactory to Buyer from The Orr Group, addressed to Buyer and dated as of the date of the Joint Pxxxy Statement to the effect that the terms of the Merger, including the Merger Consideration, are fair, from a financial point of view, to Buyer and its shareholders. (g) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:Subsidiaries (including the Company Bank): (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date;. (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that (1) its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence, and (2) Company has complied with the conditions set forth in this Section 8.3 as may be reasonably required by the Buyer, including without limitation a Certificate as to the matters set forth in Section 8.3(a); (v) with respect to the Company only, a true and complete copy of the resolutions of its Board board of Directors directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement. (h) As of the Closing Date, the Company Bank shall have liquid assets of not less than $25,000,000 in excess of its normal liquidity requirements and there shall be no regulatory or legal restriction or regulatory objection or prohibition which would prevent the Company Bank from paying a dividend to the Buyer immediately after the Effective Time equal to the lesser of (i) $25,000,000 or (ii) the maximum amount of the dividend which could be paid without causing the Company Bank to cease to be deemed "well capitalized" under applicable banking Laws.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement are subject to the fulfillment or satisfaction (or waiver by the Buyer), prior to or at the Closing, of each of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreementfollowing: (a) All The representations and warranties of the Company Parties Seller contained in this Agreement ARTICLE 4 shall be true and correct in all Material material respects as of the Closing Date with the same effect as though made at and as of such date (except for those representations and warranties that are made address matters only as of a specific specified date, which shall be true and correct in all respects as of that specified date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer Seller shall have received from Sternduly performed and complied in all material respects with all agreements, Agee & Leacx x xetter, dated not more than five Business Days covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's StockClosing Date. (c) All documents required to The Seller shall have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated therebydeliveries set forth in Section 2.3(a). (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Partiescertificate, dated as the Closing Date and signed by a duly authorized officer of the Closing DateSeller, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (e) The Buyer shall have received a certificate of the Secretary (or equivalent officer) of the Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and stockholders of the Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (f) All authorizations, orders and consents from any Governmental Authorities set forth on Schedule 4.4 shall have been obtained in form and substance reasonably satisfactory to the Buyer. (eg) As of the Closing Date, the The Buyer shall have received the following documents with respect to each a certificate of the Company Chief Financial Officer of the Seller certifying that attached thereto is a true and complete report reflecting quantities of the Products sold, broken down by SKU, location, date and quantity sold, on a month-by-month basis during the twelve (12)-month period immediately prior to the Closing, which report shall, to the satisfaction of the Buyer, in its subsidiaries:reasonable judgment, evidence no “channel stuffing” or similar practice by or on behalf of the Seller. (h) The Seller shall have obtained the Required Stockholder Vote. (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter No Material Adverse Effect shall have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementoccurred.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION Section 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all Table of Contents covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not Holders of Company Shares representing no more than five Business Days ten percent (10%) of the issued and outstanding Company Shares immediately prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Effective Time shall have exercised dissenters’ or similar rights with respect to the holders of the Buyer's StockHolding Company Merger. (c) All documents and agreements required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P.BPMHL, counsel to the Company PartiesCompany, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:subsidiaries (including the Company Bank): (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board board of Directors directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further Transactions is subject to the fulfillment satisfaction or waiver by the Buyer of the following further conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All the representations and warranties of the Company Parties Seller contained in this Agreement the Transaction Documents to which it is a party shall be true and correct in all Material respects (without giving effect to any limitation as to materiality or material adverse effect set forth therein) at and as of the Closing Date with the same force and effect as though if made at and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and correct as of such date (or with respect to such period), except for where the failure of such representations and warranties that are made as of to be true and correct would not reasonably be expected to have, individually or in the aggregate, a specific date). The Company Parties Seller Material Adverse Effect; (b) the Seller shall have performed and complied in all Material material respects with all material agreements and covenants and agreements contained in this Agreement required by the Transaction Documents to be performed and or complied with by them the Seller at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.; (c) All documents required to the Seller shall have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or a certificate, dated the Closing Date and signed by an executive officer of the Seller, certifying to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (d) the Seller shall have delivered to the Buyer Bank at or prior to the Seller Satisfaction Certificate, dated the Closing shall have been so executed Date and deliveredsigned by an executive officer of the Seller; (e) all documents, whether or not such documents have been or will certificates and opinions specified in Section 7.4 to be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of Transaction Documents on the Closing Date, in form Date shall be duly executed and substance reasonably satisfactory delivered by all signatories as required pursuant to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretaryrespective terms thereof; and (vif) with respect the Seller shall have delivered prior written notification to the Company onlyRating Agencies of (i) the appointment of the Sub-Administrator and the Sub-Administration Agreement, (ii) the amendment and restatement of the existing Securitization Subservicing Agreement for the 2009-A Trust in the form of the Amended and Restated Securitization Subservicing Agreement and (iii) the Assumption of Obligations of the Seller under Securitization Master Terms Purchase Agreement, which shall be provided to the applicable Rating Agencies on a certificate from its Secretary or an Assistant Secretary certifying timely basis as and if required, and if required, the incumbency and signatures of its officers who will execute documents at Notice Condition (as such term is defined in the Closing or who have executed this AgreementSecuritization Indenture pursuant to which the 2009-A Trust has issued Securitization Notes) shall be satisfied.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions transaction contemplated hereby by this Agreement shall be further subject to the fulfillment fulfillment, at or prior to the Closing, of each of the following conditions, unless any of which may be waived in writing by the Buyer pursuant to SECTION 11.4 of this Agreementin its sole discretion, other than Section 5.1(b) which cannot be waived: (a) All The representations and warranties of the Company Parties Seller contained in this Agreement shall be true and correct in all Material respects both when made and as of the Closing Date as though made as Date, or, in the case of such date (except for representations and warranties that are made as of a specific specified date), such representations and warranties shall be true and correct as of such specified date. The Company Parties Seller shall have performed and complied in all Material respects with all covenants and agreements contained in required by this Agreement required to be performed and complied with by them at or it prior to or at the Closing. The Buyer shall have received a certificate of a duly authorized officer of the Seller to the effect set forth in the preceding sentences. (b) The Buyer consent of Macau Government for the consummation of the transaction contemplated by this Agreement shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stockbeen obtained. (c) All documents other material consents of, or registrations, declarations or filings with, any Governmental Authority legally required to have been executed and delivered for the consummation of the transaction contemplated by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing this Agreement shall have been so executed and delivered, whether obtained or not such documents have been or will be executed and delivered by the other parties contemplated therebyfiled. (d) No Governmental Authority shall have enacted, issued, promulgated or enforced any Law that prohibits the consummation of the transaction contemplated by this Agreement. (e) No Action shall be pending or threatened (i) challenging the transaction contemplated by this Agreement or otherwise seeking damages in connection therewith or (ii) seeking to prohibit or limit the ability of the Buyer to exercise full rights of ownership of the Sale Shares or to operate or control the assets, property and business of the Company after the Closing Date. (f) The Buyer shall have received executed originals of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by the Seller or the Company directly in connection with the consummation of the transaction contemplated by this Agreement, including (without limiting the generality of the foregoing) approval by shareholders of Melco International Development Limited (“MIDL”), which it is anticipated will be fulfilled by written approval by a closely allied group of shareholders of MIDL as permitted by Rule 14.44 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. (g) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to certification of non-foreign status executed by the Company Parties, dated as Seller satisfying the requirements of Section 1.1445-2(b)(2)(i) of the Closing DateUnited States Treasury Regulations promulgated under the Internal Revenue Code of 1986, in form and substance reasonably satisfactory to the Buyeras amended. (eh) As of the Closing Date, the The Buyer shall have received such other documents necessary to give effect to the following documents with respect to each transfer of the Company and its subsidiaries:Sale Shares to the Buyer as the Buyer may reasonably request. (i) a certificate of its corporate existence issued The Buyer shall have received financing sufficient to enable the Buyer to pay the Purchase Price and consummate the transaction contemplated by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and under the transactions facility contemplated hereby, certified by its Secretary the Commitment Letter or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementany Alternate Financing.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement are subject to the fulfillment satisfaction or waiver of the following conditions, unless waived by conditions at or prior to the Buyer pursuant to SECTION 11.4 of this AgreementClosing: (a) All (i) The representations and warranties set forth in Section 5.1 (Capacity, Organization and Power), Section 5.2 (Title to Securities), Section 5.3(a) (Authority), Section 5.6 (Brokerage), Section 6.1 (Capacity, Organization and Power), Section 6.2 (Securities and Related Matters), Section 6.3(a) (Authorization), Section 6.17 (Brokerage) and clause (a) of the Company Parties contained in this Agreement Section 6.6 (Absence of Certain Developments) shall be true and correct in all Material respects as of the Closing Date; and (ii) the representations and warranties set forth in Article V and Article VI (other than those listed in the preceding clause (i)) shall be true and correct in all respects as of the Closing Date (disregarding all qualifications or limitations as though made to “materiality”, “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein) (other than representations and warranties which by their terms address matters as of another specified time, which shall be true and correct in all respects as of such date time), except in each case under this clause (except for representations ii), as had not had, and warranties that are made as of would not reasonably be expected to have, individually or in the aggregate, a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing.Adverse Effect; (b) The Buyer Sellers and the Companies shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days performed in all material respects all of the covenants and agreements required to be performed by the Sellers and the Companies hereunder prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.Closing; (c) All documents required to The Escrow Agent and the Sellers’ Representative shall have been each executed and delivered by the Company, the Company Bank or any third party signatures to the Buyer or the Buyer Bank at or prior Escrow Agreement to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby.Buyer; (d) The Buyer Title Company shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel be irrevocably committed to the Company Partiesissue each Title Policy, dated as of the Closing Date, in form and substance reasonably satisfactory Date (provided that any requirement by the Title Company that a survey be obtained for the issuance of a Title Policy or an endorsement thereto shall not be conditions to Buyer’s obligation to consummate the Buyer.transactions contemplated by this Agreement); and (e) As of The Sellers’ Representative shall deliver, or cause to be delivered, to the Buyer a certificate signed by the Companies, dated the Closing Date, stating that the Buyer shall conditions specified in Section 3.2(a) and Section 3.2(b) above have received the following documents with respect to each been satisfied as of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementClosing.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of subject to the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) There shall not have occurred any of the following: (i) an event or matter which constitutes a breach of a representation and warranty in Sections 5.2, 5.3(a)-(e) or 5.11(a) as to any Hotel Interest; (ii) the entry against the Seller of an Order which constitutes a breach of a representation and warranty in Section 5.8(b) and, as of the Closing, prevents a Hotel from operating in the Ordinary Course of Business in all material respects; or (iii) an event or matter, other than a Casualty Loss, that constitutes a breach of any other of Seller’s representations, warranties or covenants contained in this Agreement that (A) with respect to any Group A Hotels or the Hotel Interests related thereto, adversely impacts the value of one or more of such Hotels or the Hotel Interests related thereto by more than the Group A Threshold Amount or (B) with respect to any Group B Hotels or the Hotel Interests related thereto, adversely impacts the value of one or more of such Hotels or the Hotel Interests related thereto by more than the Group B Threshold Amount, provided, however, if the Buyer determines not to proceed with the Closing with respect to such Hotel, the Buyer’s sole remedy in event of such breach shall be that: (1) the Seller shall not assign, transfer, convey or deliver such Hotel Interest affected by such breach or the Seller’s interest in such Minority Owned Entity affected by such breach to the Buyer at the Closing, (2) the Unadjusted Purchase Price shall be reduced by the Preliminary Allocated Price for such Hotel Interest or the Seller’s interest in such Minority Owned Entity, and (3) the parties shall enter into a revised management agreement for such Hotel Interest in the form of Exhibit Q-1 for domestic Hotels and Exhibit Q-2 for international Hotels. (b) The Seller shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing and the Buyer shall have received from Sternthe Seller a certificate to such effect, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from signed by a financial point of view, to the holders of the Buyer's Stockduly authorized officer thereof. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as an executed counterpart of each of the Seller’s Closing DateDeliveries, in form and substance reasonably satisfactory to signed by each party thereto other than the Buyer. (ed) As of At the Closing DateClosing, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued issuance by the jurisdiction of its incorporation as Title Company of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions title policy identical in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect material respects to the Company only, a true and complete copy of Pro Formas for the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect Real Property related to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents Hotel Interests being transferred at the Closing or who have executed this Agreementas each such Pro Forma has been modified in accordance with the provisions of Section 9.1(d), subject only to changes required to incorporate a New Title Matter accepted by Buyer in accordance with Section 9.1(e).

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further subject to the fulfillment on or prior to the Closing Date of each of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties Seller shall have performed and complied in all Material material respects with all covenants and the agreements contained in this Agreement required to be performed and complied with by them it at or prior to the ClosingClosing Date. (b) The Buyer representations and warranties of Seller and B&L set forth in this Agreement shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders be true and correct in all material respects as of the Buyer's Stockdate made and as of the Closing Date as though made at and as of the Closing Date. (c) All documents required to Buyer shall have been executed and delivered received a certificate, dated the Closing Date, signed by the Company, the Company Bank or any third party an authorized officer of Seller certifying to the Buyer or fulfillment of the Buyer Bank at or prior to the Closing shall have been so executed conditions set forth in paragraphs (a) and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby(b) of this Section 5.3. (d) The Buyer shall have received a legal the opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel in form reasonably acceptable to the Company PartiesBuyer, dated as of the Closing Date, of B&L's General Counsel in a form reasonably acceptable to Buyer consistent with Exhibit 5.3(d). (e) Buyer shall have obtained the Financing on terms entirely satisfactory to Buyer in its reasonable and good faith judgment. Buyer acknowledges that such terms as are contained in the draft offering circular prepared by Larkspur Capital Corporation (draft of July 1996) shall be deemed satisfactory to Buyer, but it is understood that all other terms of such financing, not specifically provided for in such offering circular, must be satisfactory to Buyer in its reasonable and good faith judgment. (f) Ken Xxxxxxxx xxxll have executed and delivered to Buyer a valid and legally binding employment agreement in form and substance reasonably satisfactory to the Buyer. (e) As Buyer providing for his employment, for a period of three years, as President of Buyer or its operating entity, at a base salary and cash bonus compensation reasonably comparable to his existing base salary and cash bonus compensation arrangement with Seller and providing for an equity compensation incentive arrangement of the Closing Date, the Buyer kind typically provided in leveraged buyout transactions where existing senior management continues its positions. The condition set forth in this Section 5.3(f) shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents expire at the Closing or who have executed this Agreement.5:00 p.m. E.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 Section 10.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement and the Company's Disclosure Schedule shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (c) The Buyer shall have received an opinion of Muldoon Murphy & Aguggia LLP, counsel to the Company, dated as of the Xxxxxxx Xxxx, reasonably satisfactory to the Buyer in form and substance, concerning matters relating to the Company. (d) The Buyer shall have received a legal opinion from BrooksSmith, PierceAnderson, McLexxxxBlount, Xxxxxxxx Dorsett, Mitchell & XeonxxxJernigan, X.L.P.L.L.P., counsel to the Company PartiesBuyer, dated as of the Closing DateClxxxxx Xxte, xx xxx effect that the Merger will qualify as a reorganization within the meaning of Section 368 of the Code. The issuance of such opinion shall be conditioned on the receipt by such counsel of representation letters from the Company and the Buyer, in each case, in form and substance reasonably satisfactory to Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. The specific provisions of each such reprxxxxxxxxon xxxxxx xhall be in form and substance reasonably satisfactory to such counsel, and each such representation letter shall be dated on or before the Buyerdate of such opinion and shall not have been withdrawn or modified in any material respect. (e) As of the Closing Date, the The Buyer shall have received the following documents with respect to each from FTN a bringdown of the Company and its subsidiaries: (i) a certificate opinion of its corporate existence issued by FTN dated June 28, 2005, to the jurisdiction of its incorporation effect that as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each within five (5) business days prior to the mailing of the jurisdictions Joint Proxy Statement to the Buyer's shareholders in which it is qualified connection with the Merger, the aggregate Merger Consideration to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified be paid by the jurisdiction Buyer to this Agreement is fair, from a financial point of its incorporation as of a recent date; (iii) a true and complete copy of its bylawsview, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementBuyer.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect purchase and pay for the transactions contemplated hereby shall be further Shares are subject to the fulfillment satisfaction or waiver, as of the Closing Date, of the following additional conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All (i) The representations and warranties of Seller set forth in Section 2.1 (Organization of Seller), Section 2.2 (Authority), Section 2.4 (Organization of the Company Parties contained in this Agreement and its Subsidiaries), Section 2.6 (Capitalization of the Company) and Section 2.22 (Brokers) shall be true and correct in all Material material respects as of the Closing Date Date, as though made and as of such date (except for to the extent such representation or warranty speaks to another date, in which case as of such other date), (ii) the representations and warranties that are made of Seller set forth in the first sentence of Section 2.9 (Absence of Certain Changes or Events) shall be true and correct in all respects as of a specific the Closing Date, as though made and as of such date (except to the extent such representation or warranty speaks to another date, in which case as of such other date) and (iii) all of the other representations and warranties of Seller set forth in Article II shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) as of the Closing Date, as though made and as of such date (except to the extent such representation or warranty speaks to another date, in which case as of such other date). The Company Parties , except where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect. (b) Seller shall have performed and or complied in all Material material respects with all agreements and covenants and agreements contained in required by this Agreement required to be performed and or complied with by them at it on or prior to the Closing. (bc) The Buyer Seller shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Partiescertificate, dated as of the Closing Date, in form signed by an officer of Seller and substance reasonably satisfactory certifying as to the Buyersatisfaction of the conditions specified in Sections 5.2(a) and (b). (d) Since the date of this Agreement, there shall not have been a Material Adverse Effect. (e) As The Buyer shall have received the written opinion of Simpson Xxxxxxx & Xxxxxett XXX, xxted as of the Closing Date, substantially in the Buyer shall have received form attached hereto as Exhibit H, with such opinion to be that the following documents Company was in conformity with respect the requirements for qualification as a real estate investment trust under the Code, and its actual method of operation since its formation and its proposed method of operation up to each and including the end of the Company Closing Date has enabled and its subsidiaries: (i) a certificate of its corporate existence issued by will enable it to meet the jurisdiction of its incorporation as of a recent date requirements for qualification and a certificate of existence or authority taxation as a foreign corporation issued as of a recent date by each real estate investment trust under the Code up to and including the end of the jurisdictions Closing Date (the “Seller REIT Tax Opinion”), which Seller REIT Tax Opinion may be based upon representations contained in which it is qualified to do business an officer’s certificate in substantially the form attached as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementExhibit I attached hereto.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not Holders of Company Shares representing no more than five Business Days ten percent (10%) of the issued and outstanding Company Shares immediately prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Effective Time shall have exercised dissenters' or similar rights with respect to the holders of the Buyer's StockHolding Company Merger. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company PartiesCompany, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:subsidiaries (including the Company Bank): (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.of

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further under this Agreement are subject to the fulfillment satisfaction, at or before the Closing, of each of the following conditions, unless conditions (any of which may be waived in writing by the Buyer pursuant to SECTION 11.4 of this Agreement:Buyer): (a) All The representations and warranties of Whitbread and the Company Parties Seller contained in this Agreement herein that are qualified as to materiality shall be true and correct in all Material material respects on and as of the Closing Date as though made as of such date (except for the representations and warranties that are made as of a specific date which shall be true in all material respects as of such date). The Company Parties ) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Whitbread and the Seller that are not so qualified shall be true in all respects. (b) Whitbread and the Seller shall have performed and complied in all Material material respects with all covenants covenants, agreements, obligations and agreements contained in conditions required by this Agreement required to be performed and or complied with by them at or prior to the Closing. (c) There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of the transactions contemplated hereby, (b) could reasonably be expected to have a material adverse effect on the Buyer's ability to exercise control over or manage Whitbread after the Closing or (c) could reasonably be expected to have a material adverse effect on the Business of Whitbread. (d) On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated hereby. (e) Whitbread shall have delivered to the Buyer a certificate, dated the Closing Date, executed by the Secretary of Whitbread, certifying as to (i) Whitbread's articles of incorporation, (ii) Whitbread's by-laws, (iii) resolutions with respect to the transactions contemplated by this Agreement adopted by Whitbread's board of directors and shareholders and attached to such certificate, and (d) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements on behalf of Whitbread. (f) Xxxx Xxxxxxxxxxx and Xxxxxxx Xxx shall have entered into an employment agreement with Whitbread (the "Employment Agreements"), substantially in the form of Exhibit B.1, and Xxxx D'Arcy shall have entered into a non-competition agreement with the Whitbread substantially in the form of Exhibit B.2 (the "Non-Competition Agreement"). (g) The Seller shall have entered into a lock-up agreement with the Buyer (the "Lock-up Agreement"), substantially in the form of Exhibit C. (h) Whitbread shall have furnished the Buyer with copies of the Ownership and Nondisclosure Agreements signed by each employee, officer, consultant or contractor of Whitbread identified on Schedule 4.15(g). (i) Whitbread shall have furnished the Buyer with copies of the Option Waivers, which provide for the cancellation of all of the outstanding options to purchase Shares. (j) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, resignations in form and substance reasonably satisfactory to the BuyerBuyer from the directors and officers of Whitbread listed on Schedule 9.2(j), which shall include a release of all Claims against Whitbread. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of subject to the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) There shall not have occurred any of the following: (i) an event or matter which constitutes a breach of a representation and warranty in Sections 5.2, 5.3(a)-(e) or 5.11(a) as to any Hotel Interest; (ii) the entry against the Seller of an Order which constitutes a breach of a representation and warranty in Section 5.8(b) and, as of the Closing, prevents a Hotel from operating in the Ordinary Course of Business in all material respects; or (iii) an event or matter, other than a Casualty Loss, that constitutes a breach of any other of Seller’s representations, warranties or covenants contained in this Agreement that (A) with respect to any Group A Hotels or the Hotel Interests related thereto, adversely impacts the value of one or more of such Hotels or the Hotel Interests related thereto by more than the Group A Threshold Amount or (B) with respect to any Group B Hotels or the Hotel Interests related thereto, adversely impacts the value of one or more of such Hotels or the Hotel Interests related thereto by more than the Group B Threshold Amount, provided, however, if the Buyer determines not to proceed with the Closing with respect to such Hotel, the Buyer’s sole remedy in event of such breach shall be that: (1) the Seller shall not assign, transfer, convey or deliver such Hotel Interest affected by such breach or the Seller’s interest in such Minority Owned Entity affected by such breach to the Buyer at the Closing, (2) the Unadjusted Purchase Price shall be reduced by the Preliminary Allocated Price for such Hotel Interest or the Seller’s interest in such Minority Owned Entity, and (3) the parties shall enter into a revised management agreement for such Hotel Interest in the form of Exhibit Q-1 for domestic Hotels and Exhibit Q-2 for international Hotels. (b) The Seller shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing and the Buyer shall have received from Sternthe Seller a certificate to such effect, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from signed by a financial point of view, to the holders of the Buyer's Stockduly authorized officer thereof. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as an executed counterpart of each of the Seller’s Closing DateDeliveries, in form and substance reasonably satisfactory to signed by each party thereto other than the Buyer. (ed) As of At the Closing DateClosing, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued issuance by the jurisdiction of its incorporation as Title Company of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions title policy identical in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect material respects to the Company only, a true and complete copy of Pro Formas for the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect Real Property related to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents Hotel Interests being transferred at the Closing or who have executed this Agreementas each such Pro Forma has been modified in accordance with the provisions of Section 9.1(d), subject only to changes required to incorporate a New Title Matter accepted by Buyer in accordance with Section 9.1(e).

Conditions to the Obligations of the Buyer. 12.1 The obligations of the Buyer to effect complete the transactions contemplated hereby by this Agreement and the obligations of the Seller under this Agreement shall be further subject to the fulfillment fulfilment on or before Closing Date of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All each of the representations and warranties of the Company Parties Seller contained in this Agreement Sections 6.1 and 6.2 shall be true and correct in all Material respects as of at the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing.Date; (b) The the Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to approval for the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point transaction herein described by its board of view, to the holders of the Buyer's Stock.directors and its shareholders (if necessary); (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or and the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby.Seller entering into a strategic alliance agreement; (d) The Buyer this Agreement and the transactions described herein shall have received a legal opinion from Brooksbeen consented to in writing by all necessary third parties including but without limitation, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to consent by the Company Parties, dated as of the Closing Date, in form CSE and substance reasonably satisfactory to the Buyer.relevant securities commissions; (e) As there not having occurred, to the satisfaction of the Buyer, any material change, change of material fact or any development that could result in a material adverse change or adverse change of material fact in the business, financial results, operations or affairs of the Seller; and (f) all documents, instruments and assurances required to be delivered to the Buyer by the Seller pursuant to Section 10.1 shall have been delivered on or prior to Closing Date. 12.2 The conditions set out in Section 12.1 have been inserted for the benefit of the Buyer. If any of the conditions set out in Section 12.1 shall not have been fulfilled on or prior to Closing Date, the Buyer may rescind this Agreement by notice to the Seller and in such event the Buyer shall have received the following documents be released from all of its obligations under this Agreement. The Buyer may waive or relax compliance with respect to each any of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by conditions to the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each obligations of the jurisdictions Buyer under this Agreement without prejudice to its right of rescission in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy the event of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date non-fulfilment of the certificate described same condition at a later time or in subsection (ii) abovethe event of non- fulfilment of any other condition or conditions, and provided that nothing has occurred since any such waiver or relaxation shall be binding upon the date of issuance of the certificate of existence specified Buyer only if made in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementwriting.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further subject to the fulfillment satisfaction (or waiver), on or before the Closing Date, of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (ai) All representations Each representation and warranties of the Company Parties contained in this Agreement warranty made by Seller and IC herein shall be true and correct in all Material respects material respects, with the same force and effect as though such representation and warranty had been made on and as of the Closing Date as though made as of such date (Date, except for representations changes permitted or contemplated by this Agreement and warranties except for each representation and warranty that are is made as of a specific date). The Company Parties date or time, which shall be true and correct, in all material respects, only as of such specific date or time. (ii) Seller and IC shall have performed and complied in all Material material respects with all of its agreements and covenants and agreements contained in this Agreement herein required to be performed and complied with by them at or prior to the Closing to the extent such agreements and covenants relate to the Closing. (biii) The Buyer Seller and IC shall each have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior delivered to the Joint Proxy Statement/ProspectusBuyer a certificate executed by a senior executive officer of each of Seller and IC, which shall be satisfactory in form and substance to the Buyer, certifying that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stockconditions set forth in paragraphs (i) and (ii) have been met. (civ) All documents required to Seller and IC shall each have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as certificate of the Closing Dateits corporate secretary, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: certifying (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each copy of the jurisdictions in which it is qualified to do business Articles of Incorporation of Seller or IC, as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter the case may be, and all amendments thereto, certified by an appropriate governmental official, (ii) the jurisdiction By-Laws of its incorporation Seller or IC, as of a recent date; the case may be, (iii) a true and complete copy Certificate of its bylawsGood Standing for Seller or IC, certified as the case may be, issued by its Secretary or an Assistant Secretary; appropriate governmental official, (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date resolutions of the certificate described in subsection (ii) aboveboard of directors of Seller or IC, and that nothing has occurred since as the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company onlycase may be, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance by Seller or IC, as the case may be, respectively, of this Agreement, and all instruments and documents to be any other agreement entered into or instrument delivered by Seller or IC, as the case may be, in connection herewith, and the transactions contemplated herebythereby, certified (v) copies of each governmental or third party consent, approval or filing required to be obtained or made in order to consummate the transactions contemplated by its Secretary or an Assistant Secretary; and this Agreement at the Closing, and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementmatters.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement is subject to the fulfillment satisfaction or waiver (if permitted by applicable Laws) at or prior to the Closing of each of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All The representations and warranties of made by the Company Parties contained Sellers in this Agreement shall will be true and correct in all material respects (provided that (i) any representation or warranty (other than those set forth in SECTION 3.9(C)(II)) of the Sellers contained herein that is subject to a materiality, Sold Company Material respects Adverse Effect or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Sellers and (ii) SECTION 3.9(C)(II) will be true and correct in all respects) as of the Closing Date as though made on and as of such date (except for to the extent such representations and warranties that are made speak as of a specific an earlier date, in which case such representations and warranties shall be, subject to the qualifications set forth above, true and correct as of such earlier date). . (b) The Company Parties shall Sellers will have performed and complied in all Material material respects with all covenants agreements and agreements contained in obligations required by this Agreement required to be performed and or complied with by them at or prior to the Closing. (bc) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders Each of the Buyer's Stock. (c) All documents required to Sellers will have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Partiescertificate, dated as of the Closing DateDate and executed by an executive officer of each such Seller, in form and substance reasonably satisfactory certifying to the Buyerfulfillment of the conditions specified in SECTIONS 6.3(A) and 6.3(B). (d) Xxxxxx will have delivered, or caused to be delivered, all of the closing deliveries required by SECTION 2.5(A). (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each proceeds of the Company Debt Financing on the terms and its subsidiaries:conditions set forth in the Debt Financing Commitment or upon terms and conditions which are, in the reasonable judgment of Buyer, comparable or more favorable (to Buyer) in the aggregate, and to the extent that any terms and conditions are not set forth in the Debt Financing Commitment, on terms and conditions reasonably satisfactory to Buyer. (if) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since Since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, the Business, Sold Companies and all instruments and documents Subsidiaries shall not have become subject to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary any additional regulation of any Governmental Authority or an Assistant Secretary; and (vi) with respect become subject to the Company only, jurisdiction or regulation of additional Governmental Authorities as a certificate from its Secretary or an Assistant Secretary certifying result of the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementRestructuring.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall to be further performed by it in connection with the Closing is subject to the fulfillment satisfaction of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All i. the representations and warranties of the Company Parties contained set forth in this Agreement Section 3 and Section 4 above shall be true and correct in all Material material respects at and as of the Closing Date as though made as of such date (except for representations Date, and warranties that are made as of a specific date). The Company Parties the Target and the Stockholders shall have performed and complied with all of its, his or her covenants hereunder in all Material respects material respects, in each case without giving effect to any materiality or knowledge qualifiers contained therein; ii. the Target and the Principal Stockholder shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 8(b)(i) are satisfied in all respects, executed by the President of the Target and the Principal Stockholder for and on behalf of the Stockholders, dated as of the Closing Date; iii. the Buyer or one of its Affiliates shall have entered into new a-b-c agreements with respect to each of the NYSE memberships listed on TARGET'S DISCLOSURE SCHEDULE; iv. the Buyer shall have received from Xxxxxxx Xxxxxxxx & Xxxx, counsel to the Target and the Stockholders, an opinion in form and substance to be mutually agreed upon by the Buyer and the Principal Stockholder, addressed to the Buyer, and dated as of the Closing Date; v. each of the Closing Stockholders shall have executed and delivered to the Buyer the Registration Rights Agreement substantially in the form of EXHIBIT C attached hereto; vi. the Target shall have furnished to the Buyer reasonably satisfactory evidence (in the form of certified resolutions of the Target Board of Directors and a copy of the Target's application to the Internal Revenue Service for a determination letter on the qualified status of the ESOP on termination) that the Target has satisfied all covenants its obligations arising under the ESOP, that the ESOP has been terminated, and agreements contained its trusts liquidated, without any further liability to the Target, the Buyer or the ESOP and that all the assets of the ESOP have been distributed to its participants in accordance with its terms and applicable law; vii. the Target shall have furnished to the Buyer reasonably satisfactory evidence that all stock options to purchase Target Shares have been terminated without any further liability to the Target or the Buyer; viii. the Target shall have furnished to the Buyer reasonably satisfactory evidence of its satisfaction in full and the termination of any of its outstanding obligations under the agreement with its employees described in Section 3(z) of the TARGET'S DISCLOSURE SCHEDULE; ix. all stock certificates representing the Target Shares, duly endorsed in blank or accompanied by stock powers executed in blank, shall have been surrendered by the Stockholders to the Buyer; x. all written consents, assignments, waivers or authorizations that are required as a result of the Merger for the continuation in full force and effect of any contracts set forth in Section 3(r) of the TARGET'S DISCLOSURE SCHEDULE shall have been obtained; xi. the Target, the Stockholders and the Closing Stockholders shall have executed and delivered to the Buyer any other documents and instruments as the Buyer may reasonably require in order to effectuate the transactions contemplated by this Agreement; and xii. all actions to be taken by the Target, the Stockholders and the Closing Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer and its counsel. The Buyer may waive any condition specified in this Agreement required to be performed and complied with by them Section 8(b) if it executes a writing so stating at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further Transactions are subject to the fulfillment satisfaction at or prior to the Closing of the following conditions, unless waived in writing by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) All except for those representations and warranties which are made as of a particular date, the representations and warranties of the Company Parties contained Seller and the Seller Equityholder set forth in Article V of this Agreement shall be true and correct in all Material material respects as of the Execution Date and as of the Closing Date as though if made at and as of such date the Closing Date (except for with respect to those representations and warranties that which are qualified as to materiality, which shall be true and correct in all respects as of the Closing Date). The representations and warranties of the Seller and the Seller Equityholder set forth in Article V of this Agreement which are made as of a particular date shall be true and correct in all material respects as of such specific date). The Company Parties ; (b) each of the Seller and the Seller Equityholder shall have performed and complied in all Material material respects with all covenants and agreements contained in this Agreement obligations required to be performed and complied with by them it under this Agreement at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.; (c) All documents required to the Seller and the Seller Equityholder shall have been executed executed, as applicable, and delivered by the Company, the Company Bank or any third party to the Buyer or all of the Buyer Bank documents and other items required to be delivered by them at or prior to the Closing shall have been so executed pursuant to Section 4.2(a) and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby.Section 4.2(b) of this Agreement; (d) The no Action shall be pending or threatened before any Government Entity that seeks to or does, and no Law shall be in effect that will, prevent consummation of any of the Transactions; (e) the Buyer shall have been assigned (or shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in form and substance assurances reasonably satisfactory to the Buyer. (eBuyer that it will be assigned) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant SecretaryProperty Leases; and (vif) with respect to no portion of the Company onlyLeased Real Property shall have been (i) destroyed by fire, windstorm or other casualty or (ii) condemned or sold under threat of condemnation, or be the subject of a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementcondemnation proceeding.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect purchase the transactions contemplated hereby Shares shall be further subject to the fulfillment satisfaction or waiver by the Buyer on or prior to the Pre-Closing Date of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All a. No Material Adverse Effect shall have occurred since 30 September 2014. b. The representations and warranties of the Company Parties contained in this Agreement Section 5 and Section 6 shall be true and correct correct, in all Material respects each case both at and as of the date of this Agreement and the Pre-Closing Date Date, except (i) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct), and (ii) where the failure of any representations and warranties in Section 6 to be true and correct would not, individually, or in the aggregate, have a Material Adverse Effect on the CLS Group Companies without giving effect to any limitation as though made to materiality or material adverse effect set forth herein on and as of such date (except for representations and warranties that are made earlier date. c. As of the Pre-Closing, other than as set forth in this Agreement, none of a specific date). The Company Parties the Key Persons set forth in Exhibit 3.2.2 c. shall have left or announced in writing to any of the CLS Group Companies his or her intention to leave any of the CLS Group Companies. d. Each Seller and the Target Companies have performed and or complied with in all Material material respects with all obligations and covenants and agreements contained in this Agreement required by Section 9.1 to be performed and or complied with by them at such Seller or prior the Target Companies, as applicable, by the Pre-Closing or in the period between the date of this Agreement and Pre-Closing whereby in respect to Section 9.1(a) non-compliance must individually, or in the Closingaggregate, have a Material Adverse Effect on the CLS Group Companies. (b) e. The Buyer Sellers’ Representative shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party provided to the Buyer or the Buyer Bank at or prior signature pages to the Closing shall have been so executed this Agreement of all Sellers who did not execute and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel deliver signature pages to the Company Parties, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since this Agreement on the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement. f. The Sellers shall have provided the Buyer with interim management accounts for October and November, 2014.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement is subject to the fulfillment satisfaction of the following conditions, unless waived by conditions as of the Buyer pursuant to SECTION 11.4 of this AgreementClosing: (ai) All the representations and warranties of the Company Parties contained set forth in this Agreement Section 7 and 9 hereof shall be true and correct in all Material material respects at and as of the Closing Date as though then made and as though the Closing were substituted for the date of this Agreement throughout such date (except for representations and warranties that are made as of a specific date). The Company Parties warranties; (ii) the Seller shall have performed and complied in all Material material respects with all of the covenants and agreements contained in this Agreement required to be performed and complied with by them the Seller under this Agreement at or prior to the Closing., including the delivery of its stock certificate to the Company to be held in escrow pending the Closing as contemplated by Section 2; (biii) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing there shall have been so executed no material adverse change, between the date hereof and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in the financial condition, operating results, assets, operations, or business prospects of the Company (Buyer is not relying in any respect on Seller for this information, and will make any determination in this regard independently based on its due diligence investigation of the Company as described in Section 8(d) below); provided that Buyer cannot assert a failure of this condition to be met unless Buyer provides Seller, in writing, an explanation of the facts and circumstances alleged to constitute such material adverse change along with such other supporting information as is necessary to reasonably document the occurrence of such material adverse change; and for purposes of this paragraph a material adverse change would include, but not be limited to, (x) the bankruptcy, liquidation, or dissolution of the Company, (y) the early termination by the Company or Monsanto Company of their Swine Improvement Agreement as a result of the failure of the non-terminating party to perform its obligations under that agreement; or (z) the early termination by the Company, on the one hand, or Excel Corporation or Xxxxxxx Inc., on the other, of their Joint Development and Joint Marketing Agreement as a result of the failure of a non-terminating party to perform its obligations under that agreement. (iv) no suit, action or other proceeding, or injunction or final judgment, order or decree relating thereto, shall be pending or overtly threatened before any court or any governmental or regulatory body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the transactions contemplated hereby, or that would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company; no investigation that would reasonably be expected to result in any such suit, action or proceeding shall be pending or overtly threatened and no such judgment, order or decree shall have been entered and not subsequently dismissed with prejudice; (v) Seller shall have delivered the ROFR Notice to the other Shareholders; and the rights of the other Shareholders pursuant to the ROFR with respect to the transactions contemplated hereby shall have lapsed without an effective exercise of the ROFR; (vi) at the Closing, the Seller shall have delivered to the Buyer all of the following: (A) a certificate signed by the Seller in a form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since dated the date of the certificate described Closing, stating that the conditions specified in subsection subsections (i), (ii) aboveand (v) above have been fully satisfied as of the Closing; and (B) such other documents or instruments as are required to be delivered at the Closing pursuant to the terms hereof or that the Buyer reasonably requests prior to or on the Closing Date to effect the transactions contemplated hereby. (vii) at the Closing, and that nothing has occurred since the Company shall have delivered to the Buyer a certificate signed by the Company in form reasonably satisfactory to the Buyer, dated the date of issuance of the certificate of existence Closing, stating that the condition specified in subsection (i) above that would adversely affect its existence; (v) with respect in relation to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance Section 9 of this Agreement, and all instruments and documents ) has been fully satisfied as of the Closing. All proceedings to be delivered taken by the Seller and/or the Company in connection herewith, and with the consummation of the transactions contemplated herebyhereby and all certificates, certified opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by its Secretary or an Assistant Secretary; and (vi) with respect the Buyer shall be satisfactory in form and substance to the Company onlyBuyer, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed any conditions specified in this AgreementSection 4(b) may be waived only in writing by Buyer.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement are subject to the fulfillment satisfaction (or waiver by Buyer) on or prior to the Closing of each of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All The representations and warranties of Sponsor and the Company Parties contained SPAC set forth in Article II of this Agreement shall be true and correct in all Material material respects when made and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such date (except for those representations and warranties that are made address matters only as of a specific specified date, which shall be true and correct in all respects as of that specified date). The Company Parties . (b) SPAC and Sponsor shall have performed performed, satisfied and complied in all Material material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's StockAgreement. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby.[reserved] (d) The Buyer Xxxxxxx and SPAC shall have received a executed and delivered to SPAC’s transfer agent instructions (and, if requested by such transfer agent, any legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as opinions) for transfer of the Closing Date, in form and substance reasonably satisfactory Transferred Securities to the Buyer. (e) As [reserved] (f) SPAC shall have delivered to Buyer the resignation of each officer and director of SPAC on the terms as set forth in Section 1.05 of this Agreement. (g) Sponsor shall have obtained all requisite consents necessary for the consummation of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:transactions contemplated by this Agreement. (h) [reserved] (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation;[reserved] (iij) Buyer shall enter into a true joinder to the Registration Rights Agreement, dated November 2, 2021, by and complete copy of its articles of incorporation or charter between SPAC and all amendments thereto, certified by Sponsor (the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above“Registration Rights Agreement”), and that nothing has occurred since pursuant to such joinder, will receive the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) same rights and benefits with respect to the Company only, a true and complete copy of Transferred Securities as the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) Sponsor has with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying securities of the incumbency and signatures of its officers who will execute documents at SPAC held by the Sponsor immediately prior to the Closing Date. (k) The Class A Ordinary Shares, warrants and units of SPAC remain listed on Nasdaq. (l) The SPAC shall have appointed new signatories to its bank accounts or who shall have closed such bank accounts and transferred the funds therein (if any) to an account established by Buyer. (m) The SPAC shall have delivered to Buyer a good standing certificate (or similar documents applicable for such jurisdiction) certified as of a date no earlier than five days prior to the Closing Date from the proper governmental authority of SPAC’s jurisdiction of organization. (n) [reserved]. (o) Buyer shall have delivered to Sponsor and SPAC a copy of the joinder to the Insider Letter, duly executed this Agreementby the Buyer.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless any one or more of which may be waived by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) The Buyer will have completed its financial, operations, legal and other due diligence review of the Company and will be satisfied in its sole discretion with the results of such review. (b) The Company shall have obtained all consents of third parties contemplated by Section 5.1(f) and its corresponding schedule. (c) All representations and warranties of the Company Parties and the Sellers contained in this Agreement shall be true and correct in all Material material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties and the Sellers shall have performed and complied in all Material material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) . The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior certificates to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders matters set forth in this Section 9.3 signed by an authorized officer of the Buyer's StockCompany and by the Sellers. (cd) All documents required to have been executed and delivered by the CompanySellers, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties Buyer or the Merger Sub if so contemplated thereby. (de) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P.Blanxx Xxxkabery Combx Xxxaxxxxx X.X., counsel to the Company Partiesand the Sellers, dated as of the Closing Date, containing opinions in form and substance reasonably satisfactory acceptable to the Buyer. (ef) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiariesCompany: (i) a long-form certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporationdate; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and; (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement; and (vii) the results of a search of the appropriate state offices as of a recent date reflecting the filing of Uniform Commercial Code financing statements against it and any pending litigation involving and outstanding judgments against it.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement are subject to the fulfillment satisfaction of the following conditionsconditions as of the Closing Date, unless any or all of which may be waived in whole or in part by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) All (i) the representations and warranties of the Company Parties contained Seller (other than Fundamental Representations) set forth in this Agreement ARTICLE IV and ARTICLE V, or in any certificate delivered hereunder, shall be true and correct in all Material respects as of the Closing Date as though made date hereof and as of such date (the Closing Date, as if made on the Closing Date, without regard to any “material,” “materiality,” “in all material respects,” “Material Adverse Effect” or other similar qualifications, in each case, except for (a) those representations and warranties that are made expressly as of a specific particular date, which need only be true and correct in all respects as of such date, and (b) those instances in which the failure of the representations and warranties to be true and correct have not, and would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect and (ii) the Fundamental Representations shall be true and correct in all respects at and as of the date hereof and as of the time of the Closing, as if made on the Closing Date (other than those representations and warranties that are made expressly as of a specified date, which representations and warranties shall be true and correct in all respects as of such date). The Company Parties ; (b) the Seller shall have performed and complied in all Material material respects with all covenants and agreements contained in this Agreement of its obligations required to be performed and complied with by them under this Agreement at or prior to the Closing.; (bc) The Buyer no Governmental Authority shall have received enacted, promulgated, issued, entered, or enforced any injunction, judgment, order, or ruling enjoining, materially delaying, restraining, or prohibiting the transactions contemplated by this Agreement; (d) the substantially concurrent consummation of the Exchange Transactions in accordance with the terms of the Contribution and Exchange Agreement; (e) since the date of this Agreement, there shall not have occurred or be continuing any change, event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (f) the Seller shall have delivered to the Buyer a certificate from Sternthe Seller stating that the Seller is not a “foreign person” for purposes of Section 1445 of the Code; (g) the Seller shall have delivered to the Buyer a copy of the certificate of good standing of each of the Companies and their respective material Subsidiaries from the Secretary of State of their respective State of organization dated within ten (10) Business Days of the Closing Date; (h) the Seller shall have delivered to the Buyer a certificate of the Secretary of the Seller certifying that attached thereto are true and correct copies of the resolutions or written consent duly adopted by the governing body of the Seller authorizing the execution, Agee & Leacx x xetterdelivery, dated not more and performance of this Agreement and the Related Agreements to which the Seller is a party, and the consummation of all transactions contemplated hereby and thereby; (i) the Seller shall have delivered to the Buyer a certificate from an officer of the Seller certifying that the conditions set forth in Sections 2.02(a), 2.02(b) and 2.02(e) has been and is satisfied; (j) the Seller shall have delivered to the Buyer no later than five three (3) Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Closing Date evidence satisfactory to the holders Buyer that (x) each of the Buyer's Stock.Companies and their respective Subsidiaries have been, or concurrently with the Closing will be, released from their guarantee and any other obligations under the Existing Credit Facility and (y) the Liens, if any, granted by the Companies or their respective Subsidiaries in connection with the Existing Credit Facility, including any Liens with respect to the Outstanding Securities, are, or concurrently with the Closing will be, forever terminated, discharged and of no further force or effect, as applicable, in each case in accordance with the terms of the Existing Credit Facility and the documents executed in connection therewith; (ck) All documents required the Seller shall have delivered to have been the Buyer duly executed and delivered by agreements effecting the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the termination of each Affiliate Arrangement (other parties contemplated thereby. (dthan those Affiliate Arrangements expressly set forth on Section 7.04(b) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing DateDisclosure Schedules and other than this Agreement and the Related Agreements), in each case, in form and substance reasonably satisfactory acceptable to Buyer; (l) the Seller shall have delivered to the Buyer. (e) As Buyer resignations or documents evidencing the removal, effective as of the Closing DateClosing, of the Buyer shall have received the following documents with respect to officers and directors of each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued Companies identified in writing by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of Buyer not less than five (5) Business Days prior to the jurisdictions in which it is qualified to do business as a foreign corporationClosing; (iim) the Seller shall have delivered to the Buyer counterparts of each Related Agreement to which Seller or any of the Companies is a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified party duly executed by the jurisdiction of its incorporation as of a recent dateSeller or Company or applicable Affiliate party thereto; (iiin) the Seller shall have delivered to the Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to effect the transactions contemplated by this Agreement; and (o) the Seller shall have delivered to the Buyer a true and complete copy of its bylawsa USB or disc containing a true, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) abovecorrect, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered electronic data room created in connection herewith, and with the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and this Agreement at least two (vi2) with respect Business Days prior to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementClosing.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further Closing is subject to satisfaction or, if permitted by Applicable Law, written waiver by the fulfillment Buyer of each of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All all of the representations and warranties of the Company Parties contained Sellers in this Agreement shall be true and correct in all Material respects on and as of the Closing Date as though made at and as of such that date (except for representations and warranties that are warranties, if any, made as of a specific specified date, which shall be true and correct as of the specified date). The Company Parties ; (b) the Sellers shall have performed and complied in all Material material respects with all of the covenants and agreements contained in this Agreement required to be performed and complied with by each of them at or prior to or at the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.; (c) All each of the following documents required to shall have been duly executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and deliveredand, whether or not such documents have been or will if applicable, be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, Date (unless otherwise indicated) and in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued executed by the jurisdiction general partner of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each Seller confirming satisfaction of the jurisdictions conditions in which it is qualified to do business as a foreign corporationsubsections (a) and (b) above; (ii) a true certificates representing the Purchased Units, free and complete copy clear of its articles of incorporation or charter and all amendments theretoEncumbrances except for Permitted Encumbrances, certified accompanied by the jurisdiction of its incorporation as of a recent date;duly executed unit powers; and (iii) a true mutual release among the Buyer, the Sellers and complete copy the Company, in the form of its bylaws, certified by its Secretary or an Assistant SecretaryExhibit B hereto; (ivd) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter each Consent listed in Schedule 5.8 must have not been amended since the date of the certificate described in subsection (ii) aboveobtained, and that nothing has occurred since delivered to the date of issuance of Buyer and be in full force and effect and in a form reasonably satisfactory to the certificate of existence specified in subsection (i) above that would adversely affect its existenceBuyer; (ve) U.S. Bank National Association, as Trustee under the Indenture dated January 23, 2004 (the "INDENTURE") for the holders of the 10 3/4% First Mortgage Notes, shall not have accelerated any of the Company's or the Subsidiary's obligations under the Indenture, sought to enjoin or prevent the Parties from consummating the Transactions by filing any temporary restraining order or preliminary or permanent injunction, or otherwise taken any action to institute a collection or foreclosure action against the Company, the Subsidiary or any of their respective assets; and (f) U.S. Bank National Association, as Trustee under the Intercreditor Agreement dated January 23, 2004 (the "INTERCREDITOR AGREEMENT") for Rank America, Inc. with respect to the Company onlyJunior Subordinated Notes, a true and complete copy shall not have accelerated any of the resolutions Company's or the Subsidiary's obligations under the Intercreditor Agreement and otherwise taken any action to institute a collection or foreclosure action against the Company, the Subsidiary or any of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementtheir respective assets.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement are subject to the fulfillment satisfaction of the following conditionsconditions as of the Closing Date, unless any or all of which may be waived in whole or in part by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) All (i) the representations and warranties of the Company Parties contained Seller set forth in this Agreement Section 4.02 (Power and Authority; Ownership) (last sentence only) and Section 5.02 (Capitalization; Subsidiaries) shall be true and correct in all Material but de minimis respects as of the date hereof and as of the Closing Date as though made as of such date (except for those representations and warranties that are made as of a specific particular date need only be true and correct as of such date) (in each case, without giving effect to any qualification as to materiality or Material Adverse Effect contained therein). The Company Parties , (ii) the representations and warranties of the Seller set forth in Section 5.02(b) (Absence of a Material Adverse Effect) shall be true and correct in all respects as of the date hereof and as of the Closing Date, (iii) the representations and warranties of the Seller set forth in Section 4.01 (Status), Section 4.02 (Power and Authority; Ownership) (other than the last sentence), Section 4.03 (Enforceability), Section 4.05 (No Brokers), Section 5.01 (Corporate Status), Section 5.16 (Affiliated Transactions) and Section 5.21 (No Brokers) shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except those representations and warranties that are made as of a particular date need only be true and correct as of such date) (in each case, without giving effect to any qualification as to materiality or Material Adverse Effect contained therein), and (iv) all of the other representations and warranties of the Seller in this Agreement shall be true and correct as of the date hereof and as of the Closing Date (except those representations and warranties that are made as of a particular date need only be true and correct as of such date) (in each case, without giving effect to any qualification as to materiality or Material Adverse Effect contained therein), except, (A) with respect to the foregoing clauses (i) and (iii) only, changes following the entry into this Agreement which are expressly contemplated by this Agreement or to which the Buyer has consented to in advance in writing and (B) with respect to the foregoing clause (iv) only, for those instances in which the failure of the representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect; (b) the Seller and the Group Companies shall have performed and complied in all Material material respects with all of their respective agreements, covenants and agreements contained in this Agreement obligations required to be performed and complied with by them under this Agreement at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock.; (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing no Governmental Authority shall have been so executed and deliveredenacted, whether promulgated, issued, entered, or not such documents have been enforced any injunction, judgment, order, ruling or will be executed and delivered Law, which has the effect of enjoining, restraining, or prohibiting the transactions contemplated by the other parties contemplated thereby.this Agreement; (d) The Buyer the applicable waiting period (and any extension thereof) pursuant to the HSR Act shall have received a legal opinion from Brooksexpired or been terminated; (e) since the entry into this Agreement, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel no Material Adverse Effect shall have occurred; (f) the Seller shall have delivered to the Buyer a certification from the Company Partiesthat complies with Section 1445 of the Code and Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), dated as of the Closing Date and executed by an officer of the Company, certifying that the Purchased Securities are not “United States real property interests” (within the meaning of Section 897(c)(1) of the Code), which the Buyer is hereby authorized to deliver to the Internal Revenue Service on behalf of the Company after the Closing; (g) the Seller shall have delivered to the Buyer a validly executed and properly completed Internal Revenue Service Form W-9; (h) the Seller shall have delivered to the Buyer a copy of the certificate of good standing for each Group Company from the jurisdiction of such Group Company’s organization, dated within five (5) Business Days of the Closing Date; (i) the Seller shall have (i) delivered to the Buyer, on or prior to the third (3rd) Business Day prior to the Closing Date, executed payoff letters (the “Payoff Letters”) from the holders of the Funded Debt (the “Indebtedness Holders”) under, (x) the Credit Agreement and (y) each agreement governing any Funded Debt for borrowed money assumed, guaranteed, issued or incurred, or which any of the Group Companies otherwise becomes liable for to the extent permitted under Section 6.04(a)(ii)(G) (each such agreement described under the foregoing clause (y), an “Other Debt Agreement”), in each case, in form and substance reasonably satisfactory to the Buyer. , and (eii) As of the Closing Date, made arrangements reasonably satisfactory to the Buyer shall have received for such Indebtedness Holders to deliver all related Lien and guarantee releases, as applicable, to the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporationBuyer; (iij) a true and complete copy of its articles of incorporation or charter and the Seller shall have delivered to the Buyer the certificates (if any) representing all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described Purchased Securities, together with other appropriate instruments of transfer to convey the same to the Buyer (as well as satisfactory evidence the certificates in subsection (ii) above, and that nothing has occurred since the date of issuance name of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant SecretarySeller have been cancelled); and (vik) with respect the Seller shall have delivered to the Company onlyBuyer a copy of the Escrow Agreement, duly executed by the Seller; (l) the Seller shall have delivered to the Buyer a certificate from its Secretary or an Assistant Secretary certifying copy of the incumbency Paying Agent Agreement, duly executed by the Seller and signatures the Paying Agent; and (m) the Seller shall have delivered to the Buyer a copy of its officers who will execute documents at the Closing or who have Restrictive Covenant Agreement, duly executed this Agreementby the Seller and each of Comvest Investment Partners V, L.P., Comvest Investment Partners V-A, L.P., Comvest Investment Partners VI, L.P., and Comvest Investment Partners VI-A, L.P. (collectively the “Comvest Funds”).

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions, unless any one or more of which may be waived in writing by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) All The representations and warranties of the Company Parties Sellers contained in this Agreement herein, taken as a whole, shall be true and correct in all Material material respects at and as of the Closing Date as though such representations and warranties were made at and as of such date date. (except for representations and warranties that are made as of a specific date). b) The Company Parties Sellers shall have performed and complied in all Material material respects with all agreements, obligations, covenants and agreements contained in conditions required by this Agreement required to be performed and or complied with by them at the Sellers on or prior to the ClosingClosing Date. (bc) No statute, rule, regulation, executive order, decree, preliminary or permanent injunction or restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or restricts the consummation of the transactions contemplated hereby. No action or proceeding by any Governmental Entity shall have been commenced (and be pending) against the Buyer or any of its Affiliates, associates, officers or directors seeking to prevent or delay the transactions contemplated hereby or challenging any of the terms or provisions of this Agreement or seeking material damages in connection therewith. (d) All consents and approvals of Governmental Entities (including, without limitation, consents under the HSR Act or termination or expiration of the applicable waiting period thereunder) or third parties necessary for consummation by the Buyer of the transactions contemplated hereby or the ongoing operation of the Business subsequent to the Closing shall have been obtained, other than those which, if not obtained, would not have a Material Adverse Effect. (e) The Sellers shall have furnished the Buyer with such certificates of the Sellers' Agent to evidence the compliance with the conditions set forth in Section 6.2(a) to (d) as may be reasonably requested by the Buyer. (f) The Buyer, the Sellers' Agent, the Sellers and the Escrow Agent shall have entered into the Escrow Agreement, in substantially the form attached hereto as EXHIBIT E. (g) AIG, the Sellers' Agent and the Sellers shall have entered into the Royalty Agreement, in substantially the form attached hereto as EXHIBIT F. (h) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior counsel to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Sellers an opinion with respect to the holders matters set forth in EXHIBIT G attached hereto, addressed to the Buyer and dated as of the Buyer's StockClosing Date. (ci) All documents required to have been executed The Sellers shall, at their expense (and delivered by the Company, the Company Bank or any third party at no cost to the Buyer and/or AIG), have caused to be cancelled (i) all outstanding options, warrants, convertible securities or the Buyer Bank at other rights to purchase or prior to the Closing shall have been so executed subscribe for any capital stock of AIG, and delivered(ii) any options, whether warrants, convertible securities or not other such documents have been or will be executed and delivered by rights in any of the other parties contemplated therebyCompanies held by employees of any such Companies. (dj) No Material Adverse Effect, or event or condition which could reasonably be expected to result in or give rise to a Material Adverse Effect, shall have occurred since the date hereof. (k) No unsatisfied liens for the failure to pay Taxes of any nature whatsoever shall exist against the Companies, or against or in any way affecting any Shares. (l) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel the proceeds of the Financing pursuant to the Debt Commitments. (m) The Buyer shall have entered into an employment agreement, on terms satisfactory to the Buyer, with Xxxxxxx X. Xxxx, in substantially the form attached hereto as EXHIBIT H. (n) Except for any directors as to whom the Buyer has waived this condition, each of the Companies shall deliver the written resignations of all directors of each such Company Parties, dated effective as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (eo) As The agreements set forth in SECTION 3.24 of the Disclosure Schedule and any other similar agreements providing for management or consulting fees payable to Wind Point, the other Sellers or any of their respective Affiliates (other than agreements entered into as of the date hereof) shall be terminated with no further liability or obligation on the part of AIG, the Buyer or any of their respective Affiliates following the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 Section 10.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific datedate and except for representations and warranties expressly qualified by “Materiality” or that constitute a breach only if they have a “Material Adverse Effect” or similar materiality qualifier, which must be accurate in all respects as of the Closing Date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing. (b) Holders of Company Shares representing no more than ten percent (10%) of the issued and outstanding Company Shares immediately prior to the Effective Time shall have exercised dissenters’ or similar rights with respect to the Merger. (c) Holders of Company Options that include “Dividend Equivalent Rights” (as defined in the Option Plan) shall have delivered written waivers of such Dividend Equivalent Rights, which waivers shall be in form and substance reasonably satisfactory to the Buyer. (d) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior a copy of a favorable determination letter issued by the Internal Revenue Service with respect to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders termination of the Buyer's StockCompany ESOP. (ce) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (ef) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby shall be further Acquisition are subject to the fulfillment satisfaction of the following following, further conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (ai) All the Seller shall have performed in all material respects all of its obligations under this Agreement required to be performed by it at or prior to the Closing Date; (ii) each of the representations and warranties of the Company Parties Seller contained in this Agreement which is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all Material respects material respects, in each case as of the Closing Date as though if made at and as of such date time, except (except A) for changes permitted by this Agreement, and (B) that the representations and warranties that are made by the Seller in Section 3.03 which address matters only as of a specific particular date shall remain true and correct as of such date). The Company Parties ; and (iii) Buyer shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with received a certificate signed by them at or prior an executive officer of the Seller to the Closing.foregoing, effect; (b) The Buyer the Seller shall have received from Sternobtained the consent or approval of each person whose consent or approval shall be required in connection with the Acquisition under all notes, Agee & Leacx x xetterbonds, dated not more than five Business Days prior mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises and other instruments or obligations to the Joint Proxy Statement/Prospectus, that the Merger Consideration which it or any of its subsidiaries is fair, from a financial point of view, to the holders of the Buyer's Stockparty. (c) All documents required to have been executed and delivered by the Companyno order, the Company Bank stay, decree, judgment or any third party to the Buyer or the Buyer Bank at or prior to the Closing injunction shall have been so executed entered, issued or enforced by any Governmental Authority or court of competent jurisdiction which prohibits consummation of the Acquisition, and deliveredthere shall not be any action taken, whether or not such documents have been any statute, rule, regulation or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooksorder enacted, Pierceentered, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel enforced or deemed applicable to the Company PartiesAcquisition, dated as which makes the consummation of the Closing Date, in form and substance reasonably satisfactory to Acquisition illegal or substantially deprives the Buyer. (e) As Buyer of any of the Closing Date, the Buyer shall have received the following documents with respect to each expected benefits of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by Acquisition or the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreementrelated transactions.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further Merger are subject to the fulfillment satisfaction at or prior to the Effective Time of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All the representations and warranties of the Company Parties Seller contained in this Agreement shall be true true, complete and correct in all Material material respects (or, as of the Closing Date as though made as of such date (except for to representations and warranties that are made qualified as to materiality, in all respects) as of a specific the date hereof and at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically relate to an earlier date). The Company Parties , in which case such representations shall be true, complete and correct in all material respects (or, as to representations and warranties that are qualified as to materiality, in all respects) as of such earlier date, and, at the Closing, the Seller shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior delivered to the Closing.Buyer a certificate to that effect, executed by two (2) executive officers of the Seller; (b) The each of the covenants and obligations of the Seller to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and, at the Closing, the Seller shall have delivered to the Buyer a certificate to that effect, executed by two (2) executive officers of the Seller; (c) since September 30, 2003, there shall have been no events, changes or effects, individually or in the aggregate, with respect to the Seller or its Subsidiaries that constitute a Material Adverse Effect on the Seller and, at the Closing, the Seller shall have delivered to Buyer a certificate to that effect, executed by two executive officers of the Seller; (d) in connection with obtaining the consents and estoppel certificates described in Section 6.3(e), the Buyer shall not be (i) required, or be construed to be required, to sell or divest any assets or business or to restrict any business operations in order to obtain the consent or successful termination of any review of any such Governmental Entity regarding the transactions contemplated hereby or (ii) prohibited from owning, and no material limitation shall be imposed on the Buyer's ownership of, any material portion of the business or assets of the Seller and its Subsidiaries; (e) the Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as of the Closing Dateeach Lender an estoppel certificate, in form and substance reasonably satisfactory to the Buyer. (e) As , to the effect that to the knowledge of such Lender, the Companies are not in default under any agreement between such Lender and the Company, other than defaults which, pursuant to the agreement described in Section 3.21A of the Closing DateSeller Disclosure Schedule or pursuant to a waiver or consent delivered by Provident Bank (as a Lender) at or prior to the date of the Closing, will not give rise to acceleration of any indebtedness, payment of any damages or termination of any agreement; Provident Bank (as a Lender) shall have agreed not to exercise any remedies with respect to defaults under its credit agreement with the Companies for a period of 90 days after the Closing; and the Buyer shall have received the following documents with respect to each of the Company all consents (in form and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect substance reasonably satisfactory to the Company onlyBuyer) and licenses (excluding licenses customarily obtained after a change in control of licensee, a true such as tobacco, lottery and complete copy of liquor licenses) from Governmental Entities and other third-parties which the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents Buyer shall reasonably determine to be delivered necessary in connection herewith, order to effect the Merger and to consummate the transactions contemplated hereby, certified including without limitation (I) consents from each Lender which has the right to accelerate the time when any indebtedness is payable by the Companies by virtue of the consummation of the transactions contemplated hereby (including without limitation any change between the management of the Seller prior to the Effective Time and the management of the Surviving Entity), (II) consents from each Lessor which has entered into any lease with the Companies that provides or contemplates that consummation of the transactions contemplated hereby (including without limitation any change between the management of the Seller prior to the Effective Time and the management of the Surviving Entity) requires the consent or approval of such Lessor, (III) consents from each vendor (including each Vendor but excluding vendors which, in the aggregate, sold less than $1,200,000 in products or services to the Companies during the twelve months ended September 30, 2003) which has entered into any agreement with the Companies that provides or contemplates that consummation of the transactions contemplated hereby (including without limitation any change between the management of the Seller prior to the Effective Time and the management of the Surviving Entity) requires the consent or approval of such vendor and (IV) consents from any other party to each of the agreements listed in Section 3.6 of the Seller Disclosure Schedule; (f) [Intentionally Omitted] (g) [Intentionally Omitted] (h) as of the completion of the Meeting, either no holders of Shares shall have notified the Seller that they intend to exercise dissenters' rights or holders of Shares representing less than fifteen percent (15%) of the outstanding Shares shall have notified the Seller that they intend to exercise dissenters' rights; (i) [Intentionally Omitted] (j) [Intentionally Omitted] (k) [Intentionally Omitted] (l) the Seller shall have delivered to the Buyer a certification of the non-foreign status of the Seller and its Secretary or an Assistant SecretarySubsidiaries, in form and substance reasonably satisfactory to the Buyer, in accordance with U.S. Treasury Regulation Section 1.1445-2(b)(2); and (vim) the Final Cash Amount determined in accordance with respect to Section 5.12 shall be at least $4.0 million, the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency Final Net Operating Assets Amount determined in accordance with Section 5.12 shall be at least $6.0 million and signatures of its officers who will execute documents Final EBITDA Amount determined in accordance with Section 5.12 shall be at the Closing or who have executed this Agreementleast $11.0 million.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect consummate the transactions contemplated hereby by this Agreement shall be further subject to the fulfillment satisfaction and fulfillment, on or before the Closing Date hereunder, of the following conditions, unless all or any of which may be waived in whole or in part by the Buyer pursuant to SECTION 11.4 of this AgreementBuyer: (a) All the Seller shall have duly executed and delivered or caused to have been duly executed and delivered to the Buyer: (i) a Bill of Sale for the Purchased Assets substantially in the form xx EXHIBIT A hereof (the "Bill of Sale"); (ii) an Assignment and Assumption Agreement substantxxxxy in the form of EXHIBIT B hereof (the "Assignment"); (iii) all documents and the instruments of conveyance and transfer required to vest in the Buyer legal, valid and marketable title to the Purchased Assets, subject to the Assumed Liens; (iv) evidence of limited liability company action of the managing member of the Seller authorizing the execution and delivery of this Agreement and the Related Documents to which it is a party and consummation of the transactions contemplated herein; (v) the certificate of an executive officer of the Seller on behalf of the Seller confirming that the conditions in paragraphs (b) and (c) of this Section 6.2 have been satisfied; and (vi) all such other documents, instruments and writings to be delivered or reasonably required to be delivered by the Seller at or prior to the Closing relating to the sale of the Purchased Assets; (b) the representations and warranties of made herein by the Company Parties contained in this Agreement Seller shall be true and correct in all Material respects as of the Closing Date as though made as of such date Date; (except for representations and warranties that are made as of a specific date). The Company Parties c) the Seller shall have fully performed and complied in all Material respects with all covenants and agreements contained of the Seller specified in this Agreement which are required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders Seller as of the Buyer's Stock. (c) All documents required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby.Date; (d) The there will not be any action, suit or proceeding pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would prevent consummation of any of the transactions contemplated by this Agreement; (e) except as disclosed on Schedule 6.2(e), there shall have been, between the Balance Sheet Date and the Closing Date, no material adverse effect on the Purchased Assets or on the Business or the Seller's revenues, costs, equipment, technology or relations with customers, suppliers, distributors or regulators; (f) the Settlement, Termination and Migration Agreement, of even date herewith and substantially in the form attached hereto as EXHIBIT C (the "Settlement Agreement"), among the Buyer, the Seller and Covad Communications Company ("Covad") shall have been executed by each party thereto; (g) the Buyer shall have received a legal opinion certificate, dated the date hereof, from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel the Chief Financial Officer of Covad to the Company Partieseffect that the Prior Liabilities (as defined in the Settlement Agreement) have, dated as of the Closing Date, in form and substance reasonably satisfactory prior to the Buyer.date hereof, been written down on the books of Covad to equal an aggregate of $450,000; (eh) As of the Closing Date, the Buyer Seller shall have received the following documents with respect to each of the Company and its subsidiaries:consents under all Contracts set forth on Schedule 6.2(h); and (i) a certificate the Buyer shall be fully satisfied in its sole and absolute discretion with the results of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) abovereview of, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) other due diligence investigations with respect to to, the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this AgreementBusiness.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further by this Agreement is subject to the fulfillment satisfaction or waiver (if permitted by applicable Laws) at or prior to the Closing of each of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (a) All The representations and warranties of made by the Sellers and the Company Parties contained in this Agreement shall will be true and correct in all material respects (provided that any representation or warranty of the Sellers contained herein that is subject to a materiality, Company Material respects Adverse Effect or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Company) as of the Closing Date as though made on and as of such date (except for to the extent such representations and warranties that are made speak as of a specific an earlier date, in which case such representations and warranties shall be, subject to the proviso set forth above, true and correct in all material respects as of such earlier date). . (b) The Company Parties shall and the Sellers will have performed and complied in all Material material respects with all agreements and covenants and agreements contained in required by this Agreement required to be performed and or complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not more than five Business Days prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders of the Buyer's Stock. (c) All documents required to have Since the date of this Agreement, there has been executed and delivered by the Companyno change, the Company Bank development or occurrence of any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, character (whether or not such documents covered by insurance) that, in the aggregate, has had or would reasonably be expected to have been a Company Material Adverse Effect, except for (i) changes in the price of nickel or will be executed and delivered other metals recovered by the Company in connection with its slag handling business, (ii) changes resulting from the announcement of the transactions contemplated by this Agreement, or (iii) changes in generally accepted accounting principles, Environmental Law or other parties contemplated therebyLaw. (d) The Buyer shall Sellers will have received a legal opinion from Brooksdelivered, Pierceor caused to be delivered, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P., counsel to the Company Parties, dated as all of the Closing Date, in form and substance reasonably satisfactory to the Buyerclosing deliveries required by SECTION 2.4(A). (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.

Conditions to the Obligations of the Buyer. The obligations obligation of the Buyer to effect consummate the transactions contemplated hereby shall be further is subject to satisfaction at or prior to the fulfillment Closing Date of each of the following conditions, unless waived by the Buyer pursuant to SECTION 11.4 of this Agreement: (ai) All Republic's, RSC's and the Seller's representations and warranties of the Company Parties contained set forth in this Agreement Section 3.1 shall be true and correct in all Material respects material respects, in each case at and as of the Closing Date as though made as of such date (Date, except for representations and warranties that are made by their terms as of a specific specified date). The Company Parties , which shall be true and correct in all material respects as of such specified date; (ii) Republic, RSC and the Seller shall have performed and complied in all Material material respects with all of their covenants and agreements contained set forth in this Agreement required to be performed through the Closing Date; (iii) Since the date hereof, no Material Adverse Change shall have occurred; (iv) The waiting period under the Hart-Xxxxx-Xxxxxx Xxx shall have expired or shall have been terminated early; (v) All consents, waivers and complied with by them at approvals set forth on the Required Consents Schedule will have been duly obtained or prior waived without conditions or requirements that are materially adverse to the ClosingBuyer; (vi) Republic, RSC and the Seller shall have delivered to the Buyer certificates signed by Republic, RSC and Seller to the effect that each of the conditions specified above in Sections 2.6(b)(i)-(v), inclusive, has been satisfied. (bvii) The Buyer No legal judgment, decree, order or injunction shall have received from Sternbe issued (and no such judgment, Agee & Leacx x xetterdecree, dated not more than five Business Days prior to order or injunction shall be in effect) which (A) prevents the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, to the holders consummation of the Buyer's Stock.transactions contemplated by this Agreement or (B) directs any (cviii) All documents required to On the Closing Date, Seller will have been executed and delivered by the Company, the Company Bank or any third party to the Buyer each of the following: (A) a bill xx sale in the form attached hereto as Exhibit A-1 from each of the Alarm Subsidiaries; (B) an assumption and assignment agreement in the form attached hereto as Exhibit A-2 from each of the Alarm Subsidiaries and a trademark assignment agreement in the form attached hereto as Exhibit A-3 from each of the Alarm Subsidiaries; (C) titles to all vehicles included in the Acquired Assets (other than those disclosed in the Disclosure Schedule under the caption "Leased Assets") or the appropriate powers of attorney permitting Buyer Bank at or prior to the transfer such titles after Closing shall (which vehicles have been so executed and delivered, whether or not such documents have been or will be executed and delivered identified by the other parties contemplated thereby.Seller on the Acquired Assets Schedule attached hereto), assigned to Buyer; (dD) The UCC-3 termination statements terminating all Security Interests existing on the Acquired Assets other than Permitted Liens; (E) assignment and assumption agreements in the form of Exhibit B-1 hereto, assigning to Buyer shall have received all the leases for the facilities leased by one or more of the Alarm Subsidiaries at the locations set forth on the Real Property Schedule; (F) landlord consent and estoppel certificates for the leased real property located at 510 X. Xxxxx Xxxx Xxx., Xxxxxxxx Xxxxxxx, Xxxxxxxx xxx 2720 Xxxxx Xxxxxxxx Xxxxxx, River Grove, Illinois in the form of Exhibit B-2 hereto; (G) a transitional services agreement in the form attached hereto as Exhibit C between Buyer and Republic; (H) a legal opinion from Brooksof Jamex X. Xxxx, PierceXxneral Counsel of Republic and Akerman, McLexxxxSenterfitt & Eidsxx, Xxxxxxxx & Xeonxxx, X.L.P.X.A., counsel to Republic, RSC and Seller with respect to the Company Parties, matters set forth in Exhibit D-1 attached hereto addressed to the Buyer and dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. Date (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries: (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation"Companies' Legal Opinion"); (iiI) a true special warranty deeds transfering good and complete copy of its articles of incorporation marketable fee simple title to the owned real properties set forth in the Real Property Schedule (the "Owned Real Property") to Buyer or charter and all amendments theretoBuyer's designee (the "Deeds"). The Buyer may waive any condition, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylawsin whole or in part, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying specified in this Section 2.6(b); provided that its articles of incorporation or charter have not been amended since the date any waiver of the certificate described conditions set forth in subsection (iiSection 2.6(b)(i) above, must be in a writing executed by Buyer and that nothing has occurred since the date mere closing of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board of Directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect hereby shall not constitute a waiver of such conditions except to the Company only, a extent provided in Section 4.5; and provided further that all other conditions set forth in Section 2.6(b) shall be deemed to be waived for purposes of indemnification under Section 5.3(a) to the extent Seller discloses that they are unfulfilled in the certificate from its Secretary or an Assistant Secretary certifying delivered by the incumbency and signatures of its officers who will execute documents at Seller to the Closing or who have executed Buyer pursuant to Section 2.6(b)(vi) (but solely to the extent so disclosed) if the transactions contemplated by this AgreementAgreement are consummated.

Conditions to the Obligations of the Buyer. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, unless waived by the Buyer pursuant to SECTION Section 11.4 of this Agreement: (a) All representations and warranties of the Company Parties contained in this Agreement shall be true and correct in all Material respects as of the Closing Date as though made as of such date (except for representations and warranties that are made as of a specific date). The Company Parties shall have performed and complied in all Material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing. (b) The Buyer shall have received from Stern, Agee & Leacx x xetter, dated not Holders of Company Shares representing no more than five Business Days ten percent (10%) of the issued and outstanding Company Shares immediately prior to the Joint Proxy Statement/Prospectus, that the Merger Consideration is fair, from a financial point of view, Effective Time shall have exercised dissenters' or similar rights with respect to the holders of the Buyer's StockHolding Company Merger. (c) All documents and agreements required to have been executed and delivered by the Company, the Company Bank or any third party to the Buyer or the Buyer Bank at or prior to the Closing shall have been so executed and delivered, whether or not such documents have been or will be executed and delivered by the other parties contemplated thereby. (d) The Buyer shall have received a legal opinion from Brooks, Pierce, McLexxxx, Xxxxxxxx & Xeonxxx, X.L.P.BPMHL, counsel to the Company PartiesCompany, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer. (e) As of the Closing Date, the Buyer shall have received the following documents with respect to each of the Company and its subsidiaries:subsidiaries (including the Company Bank): (i) a certificate of its corporate existence issued by the jurisdiction of its incorporation as of a recent date and a certificate of existence or authority as a foreign corporation issued as of a recent date by each of the jurisdictions in which it is qualified to do business as a foreign corporation; (ii) a true and complete copy of its articles of incorporation or charter and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation or charter have not been amended since the date of the certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect its existence; (v) with respect to the Company only, a true and complete copy of the resolutions of its Board board of Directors directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; and (vi) with respect to the Company only, a certificate from its Secretary or an Assistant Secretary certifying the incumbency and signatures of its officers who will execute documents at the Closing or who have executed this Agreement.