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

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate consummate, or cause to be consummated, the First Merger are subject to the satisfaction of the following further additional conditions, any one or more of which may be waived in writing by the Company: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the The representations and warranties of Holding Buyer and Acquiror contained Merger Subs in this Agreement that are qualified by reference to a Holding Material Adverse Effect (other than the Fundamental Representations of Buyer) shall be true and correct when made (without giving regard to any qualifications or limitations as to “materiality” or “Material Adverse Effect”, and words of similar import set forth therein) in all respects as of the date of this Agreement and at and as of the Effective Time, Closing with the same effect as if though made at and as of such time, except where the failure to be true and correct would not reasonably be expected to have a Material Adverse Effect on Buyer and (Bii) all other representations and warranties the Fundamental Representations of Holding and Acquiror shall have been Buyer will be true and correct in all material respects when made as of the date of this Agreement and at and as of the Effective Time Closing with the same effect as if though made at and as of such time; provided, however, that representations and warranties that are made as of a particular date or period will be true and correct (iiiin the manner set forth above) the Company shall have received a certificate signed by the Chief Executive Officer only as of such date or President of each of Holding and Acquiror to the foregoing effect;period. (b) each Each of Holding the covenants of Buyer and Acquiror Merger Subs to be performed at or prior to the Closing shall have obtained or made been performed in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andmaterial respects. (c) Holding and Acquiror Bxxxx shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed certificate signed by an officer of Buyer, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Buyer Closing Certificate”). (d) Bxxxx shall have delivered a duly executed counterpart to the Special Committee and the Board of Directors in form and substance reasonably satisfactory CVR Agreement to the Special Committee as to other parties thereto. (e) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which prohibits, restrains, enjoins or makes illegal the solvency consummation of the Company and its Subsidiaries after giving effect to the Merger, and there shall not be any threatened, instituted or pending action by a Governmental Authority seeking to prohibit, restrain or enjoin the financing arrangements contemplated by Acquiror with respect to consummation of the Merger and the or other transactions contemplated herebyunder this Agreement.

Conditions to the Obligations of the Company. The obligations of -------------------------------------------- the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate and effect the Merger are shall be subject to the satisfaction at or prior to the Closing Date of each of the following further conditions, any of which may be waived, in writing, exclusively by the Company: (a) The amendment and restatement of the Articles of Incorporation of Parent, in the form attached hereto as Exhibit B (the “Amended and Restated Articles”), shall have been approved by Parent’s board of directors and Parent’s stockholders in accordance with the NRS; (b) The amendment and restatement of the Bylaws of Parent, in the form attached hereto as Exhibit C (the “Amended and Restated Bylaws”), shall have been approved by Parent’s board of directors and Parent’s stockholders in accordance with the NRS; (c) The adoption and approval of that certain Omnibus Equity Incentive Plan, in the form attached hereto as Exhibit D (the “Incentive Plan”), shall have been approved by Parent’s board of directors and Parent’s stockholders in accordance with the NRS; (d) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which (i) each of Holding is in effect and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) has the effect of prohibiting the Merger or making the Merger illegal. (Ae) the The representations and warranties of Holding the Parent and Acquiror contained Merger Sub made in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct as of the date of this Agreement and as of the Closing Date (without giving effect to any qualifications or limitations as to “materiality” or “material adverse effect” set forth therein), except as does not constitute a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby at the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time (in which case, where the failure of such representations and warranties to be true and correct as of such times does not constitute a material adverse effect on the ability of Parent and Merger Sub to consummate the transactions contemplated hereby at the Closing Date). (f) Parent and Merger Sub shall have performed or complied in all material respects when made with all agreements and at and as of covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time as if made at and as of such timeClosing Date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror with respect to the foregoing effect;signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub. (bg) each No litigation brought by a Governmental Entity of Holding competent jurisdiction shall be pending that has a reasonable likelihood of success and Acquiror shall have obtained wherein an unfavorable judgment, order, decree, stipulation or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made injunction would (i) would render prevent consummation of the Merger illegal transactions contemplated by this Agreement, or (ii) (assuming cause the Effective Time had occurred) would transactions contemplated by this Agreement to be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andrescinded following consummation of such transaction. (ch) Holding Prior to or at the Closing, Parent and Acquiror Merger Sub shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory acceptable to the Special Committee Company a certificate of an officer of the Company, dated as of the Closing Date, to the solvency of effect that the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyconditions specified in this Section are satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate and effect the Merger are shall be subject to the satisfaction at or prior to the Closing Date of each of the following further conditions, any of which may be waived, in writing, exclusively by the Company: (a) The filing by Parent of a Form D with the SEC with respect to the proposed merger of the Company with and into Merger Sub; (b) The Merger Agreement shall have been approved by the board of directors as well as the stockholders of Parent; (c) The amendment and restatement of the Bylaws of Parent, in the form attached hereto as Exhibit B (the “Amended and Restated Bylaws”), shall have been approved by Parent’s board of directors in accordance with the NRS; (d) The adoption and approval of that certain Omnibus Equity Incentive Plan, in the form attached hereto as Exhibit C (the “Incentive Plan”), shall have been approved by Parent’s board of directors in accordance with the NRS; (e) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which (i) each of Holding is in effect and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) has the effect of prohibiting the Merger or making the Merger illegal. (Af) the The representations and warranties of Holding the Parent and Acquiror contained Merger Sub made in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct as of the date of this Agreement and as of the Closing Date (without giving effect to any qualifications or limitations as to “materiality” or “material adverse effect” set forth therein), except as does not constitute a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby at the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time (in which case, where the failure of such representations and warranties to be true and correct as of such times does not constitute a material adverse effect on the ability of Parent and Merger Sub to consummate the transactions contemplated hereby at the Closing Date). (g) Parent and Merger Sub shall have performed or complied in all material respects when made with all agreements and at and as of covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time as if made at and as of such timeClosing Date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror with respect to the foregoing effect;signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub. (bh) each No litigation brought by a Governmental Entity of Holding competent jurisdiction shall be pending that has a reasonable likelihood of success and Acquiror shall have obtained wherein an unfavorable judgment, order, decree, stipulation or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made injunction would (i) would render prevent consummation of the Merger illegal transactions contemplated by this Agreement, or (ii) (assuming cause the Effective Time had occurred) would transactions contemplated by this Agreement to be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andrescinded following consummation of such transaction. (ci) Holding Prior to or at the Closing, Parent and Acquiror Merger Sub shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory acceptable to the Special Committee Company a certificate of an officer of the Company, dated as of the Closing Date, to the solvency of effect that the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyconditions specified in this Section are satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company pursuant to this Agreement to consummate the Merger are is also subject to the satisfaction or waiver, at the Closing, of the following further additional conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror Mergeco contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect herein shall be true and correct when made and at in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) as of the date of this Agreement and as of the Effective TimeClosing with the same effect as though all such representations and warranties had been made as of the Closing, except (i) for any such representations and warranties made as if made at of a specified date, which shall be true and correct as of such timedate, and (Bii) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timeexpressly contemplated by this Agreement, and (iii) for breaches of representations or warranties that would not have a material adverse effect on the ability of Mergeco to consummate the transactions contemplated hereby; and the Company shall have received from Mergeco a member's certificate signed by to this effect at the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect;Closing; and (b) each and all of Holding the covenants and Acquiror agreements of Mergeco to be performed and complied with pursuant to this Agreement prior to the Closing shall have obtained been duly performed and complied with in all material respects except where the failure to comply with such covenant or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements agreement would not have a material adverse effect on the ability of Mergeco to consummate the transactions contemplated hereby; and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming Company shall have received from Mergeco a member's certificate to this effect at the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse EffectClosing; and (c) Holding and Acquiror no statute, rule, regulation, or temporary, preliminary or permanent order or injunction shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orbeen proposed, if no such letter has been provided theretopromulgated, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board enacted, entered, enforced or deemed applicable by any state, federal or foreign government or governmental authority or court or governmental agency of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency competent jurisdiction that prohibits consummation of the Company and its Subsidiaries after giving effect to Merger or the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyhereby or thereby.

Conditions to the Obligations of the Company. The obligations -------------------------------------------- obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect or in the Stock Option Agreement of even date herewith between Parent and the Company (the "Stock Option Agreement") shall be true and correct when made and (except to the extent that the aggregate of all breaches thereof would not have a Material Adverse Effect on Parent) at and as of the Effective Time, Time with the same effect as if made at and as of the Effective Time (except to the extent such timerepresentations specifically related to an earlier date, and (B) all other in which case such representations and warranties of Holding and Acquiror shall have been be true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timeearlier date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror in any event, subject to the foregoing Material Adverse Effect qualification) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (b) each of Holding the covenants and Acquiror obligations of Parent and Acquisition 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, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (c) the shares of Parent Common Stock issuable to the Company's stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the NYSE upon official notice of issuance; (d) the Company shall have received the opinion of tax counsel to the Company to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion may rely on the representations set forth in Exhibits B-1 and B-2 and such other representations as such counsel reasonably deems appropriate and such opinion shall not have been withdrawn or modified in any material respect; (e) the Company shall have received the opinion of legal counsel to Parent as to the matters set forth in Exhibit C; --------- (f) Parent shall have obtained the consent or made all consentsapproval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, approvalsnote, actionsmortgage, ordersindenture, authorizationslease, registrationsor other agreement or instrument, declarationsexcept those for which failure to obtain such consents and approvals would not, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation in the reasonable opinion of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to haveCompany, individually or in the aggregate, have a Holding Material Adverse Effect or a Company Material Adverse Effecton Parent; and (cg) Holding and Acquiror there shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orbeen no events, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror changes or effects with respect to the Merger and the other transactions contemplated hereby.Parent or its subsidiaries having or that would reasonably be expected to have a Material Adverse Effect on Parent,

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger Transactions are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror the New Investor shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective TimeClosing Date, (ii) (A) the representations and warranties of Holding and Acquiror the New Investor contained in this Agreement and in any certificate or other writing delivered by the New Investor pursuant hereto that are qualified by reference to a Holding Material Adverse Effect materiality or material adverse effect shall be true, and all other such representations or warranties of the New Investor shall be true and correct when made and in all material respects, in each case at and as of the Effective Time, Closing Date as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, time and (iii) the Company shall have received a certificate signed by a duly authorized manager of the Chief Executive Officer or President of each of Holding and Acquiror New Investor to the foregoing effect; (b) each of Holding and Acquiror the Indenture Parties shall have obtained or made all consentsentered into a second supplemental indenture to the Indenture providing for the Indenture Amendments. By the terms of such second supplemental Indenture, approvals, actions, orders, authorizations, registrations, declarations, announcements the Indenture Amendments shall become effective without any further action by any person upon the Closing Date. The Indenture Amendments shall have been irrevocably consented to by the requisite Holders (as defined under the Indenture) of Notes for the second supplemental indenture containing the Indenture Amendments to be entered into by the Indenture Parties and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation to become effective in accordance with their terms under Article IX of the Merger illegal or (ii) (assuming Indenture. The form and substance of such second supplemental indenture and the Effective Time had occurred) would related Consent Costs, as arranged by the New Investor shall be reasonably likely satisfactory to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andBoard of Directors; (c) Holding and Acquiror each of the Credit Agreement Parties shall have caused the valuation firm which has delivered a solvency letter entered into an amendment and waiver to the financial institutions providing the Financing (orCredit Agreement, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as New Investor, providing for the Bank Amendments. By the terms of such amendment and waiver, the Bank Amendments shall become effective upon the Closing Date. The amendment and waiver shall have been irrevocably consented to by the requisite lenders under the Credit Agreement for it to become effective in accordance with its terms and the provisions of the Credit Agreement. In addition, the Company shall be satisfied that the effect of the Bank Amendments will be to modify the documentation relating to the solvency Master Lease Agreement and the Receivables Agreement and related documentation, including, without limitation, the receivables transfer agreement, to ensure that no default or, in the case of the Company receivables financing, no "Termination Event" or "Potential Termination Event" will arise as a result of the transactions contemplated hereby and its Subsidiaries after giving effect by the Secondary Share Purchase Agreement. The form and substance of the proposed Bank Amendments and the related Consent Costs, as arranged by the New Investor, shall be satisfactory to the MergerBoard of Directors; and (d) the Company, the financing arrangements contemplated by Acquiror with respect to the Merger Sellers and the other transactions contemplated herebyNew Investor (and any of its assigns pursuant to Section 9.05) shall have entered into the New Master Shareholder Agreement and the Profit Participation Agreement, and such agreements shall be in full force and effect.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger Mergers and the other transactions contemplated hereby and by the ancillary agreements are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror A contained in this Agreement or the ancillary agreements that are is qualified by reference as to a Holding Material Adverse Effect materiality shall be true and correct when made and at and as of the Effective Time, as if made at and as of such timecorrect, and (B) all other representations and warranties of Holding and Acquiror each that is not so qualified shall have been be true and correct in all material respects when respects, as of the Effective Time as though made and at on and as of the Effective Time (or, in the case of those representations and warranties which address matters only as if made at and of a particular date, as of such timedate), and (iii) the Company shall have received a certificate signed by of the Chairman, President or Chief Executive Financial Officer or President of each of Holding and Acquiror A to the foregoing such effect; (b) each of Holding the representations and Acquiror warranties of B contained in this Agreement or the ancillary agreements that is qualified as to materiality shall be true and correct, and each that is not so qualified shall be true and correct in all material respects, as of the Effective Time as though made on and as of the Effective Time (or, in the case of those representations and warranties which address matters only as of a particular date, as of such date), and the Company shall have obtained received a certificate of the Chairman, President or made Chief Financial Officer of B to such effect; (c) A shall have performed or complied in all consentsmaterial respects with all agreements and covenants required by this Agreement or the ancillary agreements to be performed or complied with by it on or prior to the Effective Time, approvalsand the Company shall have received a certificate of the Chairman, actionsPresident or Chief Financial Officer of A to that effect; (d) B shall have performed or complied in all material respects with all agreements and covenants required by this Agreement or the ancillary agreements to be performed or complied with by it on or prior to the Effective Time, ordersand the Company shall have received a certificate of the Chairman, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained President or made Chief Financial Officer of B to that effect; (e) (i) would render consummation the Company shall have received a written opinion from each of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx and Xxxxxxxx & Sterling, each to the effect that each of the A Merger illegal and the B Merger will be treated for federal income tax purposes as a reorganization within the meaning of SECTION 368(a) of the Code, and that no gain or loss will be recognized by any of C GP, C Inc. or the Company as a result of the C Merger; and (ii) (assuming if the Effective Time had occurred) would Drop-Down is to be reasonably likely effected, the Company shall have received a written opinion from each of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx and Xxxxxxxx & Sterling to havethe effect that the Drop-Down will be treated for federal income tax purposes as a tax-free transfer of property within the meaning of SECTION 351 of the Code; which opinions may rely upon such certificates of the Company, individually or B and A as are customary for such opinions, including certificates substantially in the aggregateforms of EXHIBIT F, a Holding Material Adverse Effect or a Company Material Adverse EffectEXHIBIT G and EXHIBIT H; and (cf) Holding and Acquiror shall have caused As of the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orEffective Time, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect subsidiaries (which shall include A and B) shall have access to, or there shall be a high likelihood that the Company and such subsidiaries shall have access to, at least $75 million of "liquidity" (as such term is used in the first sentence of Instruction 5 to Paragraph 303(a) of Regulation S-K) that none of A, its subsidiaries, B and its subsidiaries had access to on the Mergerdate of this Agreement. For the avoidance of doubt, sources of "liquidity" shall include financings (whether they are debt or equity financings) and governmental and other loan guarantees for the financing arrangements contemplated by Acquiror with respect to benefit of the Merger and the other transactions contemplated herebyCompany or any of its subsidiaries.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law: (ii) (Aa) the representations and warranties of Holding and Acquiror contained Parent set forth in this Agreement Section 5.1 that are qualified by reference as to a Holding materiality or Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror those that are not so qualified shall have been be true and correct in all material respects when made and at respects, in each case as of the date of this Agreement, and as of the Effective Time with the same force and effect as if made at on and as of such time, and the Effective Time (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror except to the foregoing effectextent expressly made as of an earlier date, in which case as of such date), in each case except as permitted or contemplated by this Agreement (it being understood that for purposes of determining the accuracy of such representations and warranties any update or modification to the Parent's Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be disregarded); (b) each of Holding and Acquiror Parent shall have obtained performed or made complied in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements material respects with its agreements and filings contemplated by Section 5.3, which if not obtained covenants required to be performed or made (i) would render consummation complied with under this Agreement as of the Merger illegal or (ii) (assuming prior to the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andTime; (c) Holding and Acquiror Parent shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter certificate to the effect that each of the conditions specified in Section 7.1 (as it relates to Parent) and clauses (a) and (b) of this Section 7.2 is satisfied in all respects; and (d) The Company shall have received the written opinion of its tax counsel or accountants, addressed to it, dated as of the Special Committee Closing Date, in a form reasonably acceptable to it, and to the effect that in such counsel's or accountants' opinion, the Merger should, or is more likely than not to, constitute a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, such tax counsel or accountants will be entitled to require delivery of and rely on representations set forth in certificates to be delivered by each of Parent, Merger Sub, and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyCompany.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror Parent contained in this Agreement that are is qualified by reference to a Holding Material Adverse Effect materiality shall be true true, complete and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such timecertain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and (iii) the Company shall have received a certificate signed by of the Chief Executive Officer Chairman or President and Chief Financial Officer of each of Holding and Acquiror Parent to the foregoing such effect; (b) each of Holding and Acquiror Parent shall have obtained performed or made complied in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements material respects with all material agreements and filings contemplated covenants required by Section 5.3, which if not obtained this Agreement to be performed or made (i) would render consummation of the Merger illegal complied with by it on or (ii) (assuming prior to the Effective Time had occurred) would be reasonably likely and the Company shall have received a certificate of the Chairman or President and Chief Financial Officer of Parent to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectthat effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orXxxxxx & Xxxxxx, if no such letter has been provided thereto, a valuation firm reasonably acceptable special counsel to the Company) to , shall have delivered to issued its opinion, such opinion dated on or about the Company a letter date of the Closing, addressed to the Special Committee Company, and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency it, based upon customary representations of the Company and its Subsidiaries after giving effect customary assumptions, to the Mergereffect that the Merger will be treated for Federal income tax purposes as a reorganization qualifying under the provisions of Section 368 of the Code and that each of the Company, the financing arrangements contemplated by Acquiror with respect Merger Sub and Parent will be a party to the Merger and reorganization within the other transactions contemplated herebymeaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further additional conditions: (a) Each of the representations and warranties of Parent contained in this Agreement shall be true and correct as of the Effective Time, as though made on and as of the Effective Time except where the failure to be so true and correct would not have a Parent Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where the failure to be so true and correct would not have a Parent Material Adverse Effect. The Company shall have received a certificate of the President or Chief Financial Officer of Parent to such effect; (ib) each of Holding and Acquiror Parent shall have performed or complied, in all material respects respects, with all of its obligations hereunder agreements and covenants required by this Agreement to be performed or complied with by it at them on or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by of the Chief Executive Officer or President Chief Financial Officer of each of Holding and Acquiror Parent to the foregoing such effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror The Company shall have caused the valuation firm which has delivered received a solvency letter to the financial institutions providing the Financing (orwritten opinion of Xxxxx Xxxx & Xxxxxxxx, if no such letter has been provided thereto, a valuation firm reasonably acceptable legal counsel to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors , in form and substance reasonably satisfactory to the Special Committee as Company, which shall be to the solvency effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and that Parent, ASC and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn; provided, that if counsel to the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to Parent renders such opinion to the Company, which opinion shall be in form and substance reasonably satisfactory to the Company. In rendering such opinion, legal counsel shall be entitled to rely upon, among other things, reasonable and customary assumptions as well as representations of Parent, the Company and others. In addition, in the event that legal counsel cannot deliver tax opinions based on the Medical Manager Merger being structured as a merger of Medical Manager Corporation with and into Parent or the Merger being structured as a merger of the Company with and its Subsidiaries after giving effect to the Mergerinto ASC, the financing arrangements contemplated by Acquiror with respect parties shall use their best efforts to the Merger and the other transactions contemplated herebyrestructure either or both of such mergers in a manner upon which legal counsel is able to deliver tax opinions.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding the Acquiring Parties and Acquiror Merger Sub contained in this Agreement that are qualified by reference Agreement, without giving effect to a Holding any materiality or “Acquiring Party Material Adverse Effect Effect” qualifications therein, shall be true and correct when made and at in all respects as of the date hereof and as of the Effective TimeClosing Date (for this purpose the words “as of the date hereof” in the lead-in paragraph of Article V will not be given effect) (except to the extent such representations and warranties are expressly made as of a specific date, as if made at in which case such representations and warranties shall be so true and correct as of such timespecific date only), and (B) all other representations and warranties of Holding and Acquiror shall have been except for such failures to be true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) date as would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to havenot, individually or in the aggregate, a Holding Material Adverse Effect or a Company have an Acquiring Party Material Adverse Effect; (b) the Acquiring Parties and Merger Sub shall have performed or complied with, in all material respects, each of their respective obligations under this Agreement to be performed or complied with by the Acquiring Parties or Merger Sub, respectively; and (c) Holding and Acquiror the Acquiring Parties (or QUALCOMM on behalf of the Acquiring Parties) shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered joint certificate to the Company on behalf of the Acquiring Parties and Merger Sub, dated as of the Closing Date and duly executed by a letter addressed senior executive officer (or similar authorized person) of the Acquiring Parties (or QUALCOMM on behalf of the Acquiring Parties), certifying to the Special Committee effect that the conditions set forth in Sections 7.3(a) and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further additional conditions: (a) Each of the representations and warranties of Parent contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except where the failure to be so true and correct would not have a Parent Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where the failure to be so true and correct would not have a Parent Material Adverse Effect. The Company shall have received a certificate of the President or Chief Financial Officer of Parent to such effect; (ib) each of Holding and Acquiror Parent shall have performed or complied, in all material respects respects, with all of its obligations hereunder agreements and covenants required by this Agreement to be performed or complied with by it at them on or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by of the Chief Executive Officer or President Chief Financial Officer of each of Holding and Acquiror Parent to the foregoing such effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror The Company shall have caused the valuation firm which has delivered received a solvency letter to the financial institutions providing the Financing (orwritten opinion of Shearman & Sterling, if no such letter has been provided thereto, a valuation firm reasonably acceptable legal counsel to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors , in form and substance reasonably satisfactory to the Special Committee as Company, which shall be to the solvency effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and that Parent and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn; provided that, if counsel to the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to Parent renders such opinion to the Company, which opinion shall be in form and substance reasonably satisfactory to the Company. In rendering such opinion, legal counsel shall be entitled to rely upon, among other things, reasonable and customary assumptions as well as representations of Parent, the Company, and others. In addition, in the event that legal counsel cannot deliver tax opinions based on the Merger being structured as a merger of the Company with and its Subsidiaries after giving effect to into Parent or the MergerCareInsite Merger being structured as a merger of CareInsite with and into ASC, the financing arrangements contemplated by Acquiror with respect parties shall use their best efforts to the Merger and the other transactions contemplated herebyrestructure either or both of such mergers in a manner upon which legal counsel is able to deliver tax opinions.

Conditions to the Obligations of the Company. The obligations obligation -------------------------------------------- of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) each of Holding and Acquiror Acquirer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) except to the extent expressly permitted under this Agreement, the representations and warranties of Holding and Acquiror Acquirer contained in this Agreement and in any certificate or other writing delivered by Acquirer pursuant hereto (x) that are qualified by reference to a Holding materiality or Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (y) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Effective Time as if made at and as of such time and (iii) the Company Acquirer shall have received a certificate signed by the Chief Executive Officer or President chief executive officer of each of Holding and Acquiror Acquirer to the foregoing effect; (b) each of Holding and Acquiror the Company shall have obtained or made all consentsreceived an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, approvalsProfessional Corporation, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the solvency effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of section 368(a) of the Code and that each of the Company, Merger Subsidiary and Acquirer will be a party to the reorganization within the meaning of section 368(b) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon certain representations of officers of the Company and its Subsidiaries after giving effect Acquirer reasonably requested by counsel; and (c) since the date of this Agreement, there shall not have been any event, occurrence, development or state of circumstances which, individually or in the aggregate, has had or would reasonably be expected to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyhave a Material Adverse Effect on Acquirer.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations of Parent and warranties of Holding and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect or in any other document delivered pursuant hereto shall be true and correct when in all material respects at and as of the Effective Time with the same effect as if made and at and as of the Effective Time, as if made and at the Closing Parent and as of such time, and (B) all other representations and warranties of Holding and Acquiror Acquisition shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) delivered to the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing that effect; (b) each of Holding the obligations of Parent and Acquiror Acquisition 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 Parent and Acquisition shall have delivered to the Company a certificate to that effect; (c) the shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the NYSE upon official notice of issuance; (d) the opinion of Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Company, to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of Parent, Acquisition, and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss will be recognized by shareholders of the Company with respect to shares of Parent Common Stock received in the Merger in exchange for Shares, except with respect to cash received in lieu of fractional shares; (e) Parent shall have obtained the consent or made all consentsapproval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, approvalsnote, actionsmortgage, ordersindenture, authorizationslease or other agreement or instrument, registrationsexcept those for which failure to obtain such consents and approvals would not, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation in the reasonable opinion of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to haveCompany, individually or in the aggregate, have a Holding Material Adverse Effect or a Company Material Adverse Effecton Parent; and (cf) Holding and Acquiror there shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orbeen no events, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror changes or effects with respect to the Merger and the other transactions contemplated herebyParent or its Subsidiaries having or which could reasonably be expected to have a Material Adverse Effect on Parent.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by the Company) of the following further conditions: (a) (i) each of Holding Parent and Acquiror Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, ; (ii) (A) the representations and warranties of Holding and Acquiror Parent contained in this Agreement that are qualified and in any certificate or other writing delivered by reference to a Holding Material Adverse Effect the Parent pursuant hereto shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the date of this Agreement and the Effective Time as if made at and as of such time, except to the extent that the failure of any such representations and warranties to be so true and correct (having eliminated any qualifications by reference to materiality or Material Adverse Effect therein) does not have, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Parent; and (iii) the Company shall have received a certificate signed by the Chief Executive Officer chief executive officer or President chief financial officer of each of Holding and Acquiror Parent to the foregoing effect; (b) each subsequent to the date of Holding this Agreement, there shall not have occurred and Acquiror shall have obtained be continuing as of or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming otherwise arisen before the Effective Time had occurred) would be reasonably likely to haveany event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Holding Material Adverse Effect or a Company Material Adverse Effecton Parent; and (c) Holding and Acquiror the Company shall have caused received the valuation firm which has delivered a solvency letter opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the financial institutions providing the Financing (orCompany, if no such letter has been provided thereto, a valuation firm or other counsel reasonably acceptable to the Company, dated the Closing Date, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that each of Parent, Merger Subsidiary and the Company will be a party to have that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such opinion, such counsel shall be entitled to rely on tax representation letters delivered to it by the Company a letter addressed to the Special Committee Company, Merger Subsidiary and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror Parent containing customary representations with respect to the Merger and the other transactions contemplated herebysuch matters.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are Transactions is subject to the satisfaction of the following further additional conditions, any one or more of which may be waived in writing by the Company: (a) (i) each Each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Acquiror and Acquiror Merger Sub contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of (other than the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror contained in Section 5.13 (Capitalization)) (without giving effect to any materiality qualification therein) shall have been be true and correct in all material respects when as of the Closing Date, as if made and anew at and as of that time (except to the Effective Time extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date). (b) The representations and warranties of Acquiror and Merger Sub contained in Section 5.13 (Capitalization) shall be true and correct other than de minimis inaccuracies, as of the Closing Date, as if made anew at and as of such that time, . (c) Each of the covenants of Acquiror and (iii) Merger Sub to be performed as of or prior to the Company Closing shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect;been performed in all material respects. (bd) each The Acquiror A&R Certificate of Holding Incorporation, substantially in the form attached hereto as Exhibit H-1, shall have been filed with the Secretary of State of the State of Delaware and Acquiror shall have obtained or made all consentsadopted the Acquiror A&R Bylaws, approvalssubstantially in the form attached hereto as Exhibit H-2. (e) Acquiror shall have executed and delivered the Stockholders’ Agreement. (f) Acquiror shall have delivered the Sponsor Lock-Up Agreement, actionsexecuted by Acquiror and the Sponsor. (g) Acquiror shall have delivered the Sponsor Earnout Agreement, ordersexecuted by Acquiror and the Sponsor, authorizationsin accordance with Section 8.07. (h) The Acquiror Common Stock comprising part of the Merger Consideration to be issued pursuant to this Agreement and the Acquiror Common Stock underlying the Exchanged Warrants shall have been approved for listing on an Approved Stock Exchange, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made subject only to official notice of issuance thereof. (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would The Available Closing Date Cash shall be reasonably likely equal to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andexcess of $20,000,000.00. (cj) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the Special Committee knowledge and the Board belief of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Mergersuch officer, the financing arrangements contemplated by Acquiror with respect to the Merger conditions specified in Section 9.03(a), Section 9.03(b), and the other transactions contemplated herebySection 9.03(c) have been fulfilled.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction of the following further conditions: (a) (i) each Each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained the Parent set forth in this Agreement that are which is qualified by reference as to a Holding Material Adverse Effect materiality shall be true and correct when made and at each such representation and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror warranty that is not so qualified shall have been be true and correct in all material respects when made respects, in each case as of the date hereof and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror except to the foregoing effectextent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date); (b) each of Holding Parent and Acquiror Merger Subsidiary shall have obtained performed or made complied with in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements material respects all of their respective covenants and filings contemplated obligations hereunder required to be performed or complied with by Section 5.3, which if not obtained them at or made (i) would render consummation of the Merger illegal or (ii) (assuming prior to the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andTime; (c) Holding Parent and Acquiror Merger Subsidiary shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed certificate, dated as of the Effective Time, to the Special Committee effect that the conditions in Sections 7.03(a) and 7.03(b) hereof have been satisfied; and (d) Consummation of the Board Merger shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of Directors in form a court of competent jurisdiction or any Governmental Authority and substance reasonably satisfactory there shall not have been any statute, rule or regulation enacted, promulgated or deemed applicable to the Special Committee as to the solvency Merger by an Governmental Authority which prevents consummation of the Company and its Subsidiaries after giving Merger or has the effect to of making the MergerMerger illegal; provided, the financing arrangements contemplated by Acquiror however, that with respect to any order, judgment, decree, injunction or ruling issued at the Merger behest of any court of competent jurisdiction or Governmental Authority, the Company shall have performed its obligations under Sections 6.03(a) and (b) hereof, subject to the other transactions contemplated herebyterms of Section 6.03(c) hereof.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate consummate, or cause to be consummated, the Merger are Transactions at the Closing is subject to the satisfaction of the following further additional conditions, any one or more of which may be waived in writing by the Company: (a) The Sponsor shall have made arrangements to pay any SPAC Transaction Expenses in excess of the Maximum Allowable SPAC Transaction Expenses; (ib) the aggregate cash available to PubCo at the Closing from the Trust Account and the Transaction Financing (after giving effect to any redemptions but prior to paying any SPAC Transaction Expenses and Company Transaction Expenses), shall equal or exceed $25,000,000 (“Minimum Cash”); provided, that, any cash obtained as Transaction Financing that is used by the Company or any of its Affiliates during the period between the date hereof and Closing shall be applied in the calculation of Minimum Cash. (c) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror SPAC contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at as of the date hereof and as of the Effective TimeClosing Date, except with respect to such representations and warranties which speak as if made to an earlier date, which representations and warranties shall be true and correct at and as of such timedate, and except for, in each case, inaccuracies or omissions that (Bwithout giving effect to any limitation as to “materiality” or “material adverse effect” or another similar materiality qualification set forth therein) all other representations individually or in the aggregate, have not had, and warranties would not reasonably be expected to have a material adverse effect; (d) each of Holding and Acquiror the covenants of SPAC to be performed or complied with as of or prior to the Closing shall have been true and correct performed or complied with in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect;respects; and (be) each of Holding and Acquiror shall have obtained there has not been any event that has had, or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would reasonably be reasonably likely expected to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebymaterial adverse effect.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) each of Holding and Acquiror Acquirer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror Acquirer contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, Closing Date with the same force and effect as if made at on the Closing Date (provided that any such representation and warranty made as of a specific date shall be true and correct as of such timespecific date), except for such inaccuracies that individually or in the aggregate do not have a Material Adverse Effect on Acquirer as of the Closing Date and except for changes contemplated by this Agreement (B) it being understood that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded, and any update of Holding and Acquiror shall or modification to the Acquirer Disclosure Letter made or proposed to have been true and correct in all material respects when made and at and as after the execution of the Effective Time as if made at and as of such timethis Agreement shall be disregarded), and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President chief executive officer of each of Holding and Acquiror Acquirer to the foregoing effect;; and (b) each of Holding and Acquiror the Company shall have obtained or made all consentsreceived an opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, approvalsXxofessional Corporation, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the solvency effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of the Company, Merger Subsidiary and Acquirer will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon certain representations of officers of the Company and its Subsidiaries after giving effect Acquirer reasonably requested by counsel. If the opinion referred to in this Section 8.3(b) is not delivered, such condition shall be deemed to be satisfied if the Acquirer shall have received an opinion from Pillsbury Madison & Sutro LLP or another law firm selected by Acquirer and reasonably acceptable to the MergerCompany. The Company will cooperate in obtaining such opinion, the financing arrangements contemplated by Acquiror including, without limitation, making (and requesting from affiliates) appropriate representations with respect to the Merger and the other transactions contemplated herebyrelevant matters.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) each of Holding and Acquiror Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror Parent contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time date of this Agreement and the Closing Date with the same force and effect as if made at on the Closing Date except (y) those representations and warranties that address matters only as of a particular date shall remain true and correct as of such timedate and (z) (except for those in Section 5.2) to the extent that failure of the representations and warranties to be so true and correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President chief executive officer of each of Holding and Acquiror Parent to the foregoing effect; (b) each of Holding and Acquiror the Parent shall have obtained or made received all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements waivers and filings contemplated by Section 5.3, which if not obtained or made (i) would render approvals required in connection with the consummation of the Merger illegal transactions contemplated hereby in connection with the agreements, contracts, licenses or (ii) (assuming leases set forth in Section 5.5 of the Effective Time had occurred) Parent Disclosure Schedule, except those consents, waivers or approvals the failure to obtain would be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to have a Holding Material Adverse Effect or a Company Material Adverse Effect; andon the Parent; (c) Holding and Acquiror there shall not be pending any suit, proceeding or investigation: (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) seeking to prohibit or limit in any material respect ability of the Company Stockholders to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Parent; or (iii) which, if adversely determined could have a Material Adverse Effect on the Company or Parent; (d) the Company shall have caused received an opinion from Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, dated as of the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orClosing, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as Company, substantially to the solvency effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Company Code; and (e) there shall have not occurred any event or change since the date of the Agreement that has had or could reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries after giving effect to the MergerSubsidiaries, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebytaken as a whole.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company pursuant to this Agreement to consummate the Merger are is also subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it or waiver, at or prior to the Effective Time, of the following additional conditions: (ii) (Aa) the representations and warranties of Holding Parent, PDI and Acquiror Mergeco contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect herein shall be true and correct when made and at in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) as of the date of this Agreement and as of the Effective TimeClosing with the same effect as though all such representations and warranties had been made as of Closing, except (i) for any such representations and warranties made as if made at of a specified date, which shall be true and correct as of such timedate, or (ii) as expressly contemplated by this Agreement, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding from Parent, PDI and Acquiror Mergeco officers' certificates to the foregoing this effect; (b) each and all of Holding the covenants and Acquiror agreements of Parent and Mergeco to be performed and complied with pursuant to this Agreement prior to the Closing shall have obtained or made been duly performed and complied with in all consentsmaterial respects, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings the Company shall have received from Parent and Mergeco officers' certificates to this effect; (c) the Warrant Agreement shall have been executed and delivered; (d) the Parent Warrants issuable to the Company's stockholders as contemplated by Section 5.3this Agreement, which if not obtained or made (i) would render consummation and the Parent ADSs issuable upon exercise of the Merger illegal Parent Warrants, shall have been approved for listing on the NYSE or (ii) (assuming the Effective Time had occurred) would be reasonably likely NASDAQ, subject to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectofficial notice of issuance; and (ce) Holding and Acquiror shall have caused a Registration Statement on Form F-6 under the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror Securities Act with respect to the Merger Parent ADSs covered by the Parent Warrants shall be effective, and the other transactions contemplated herebyno stop order suspending effectiveness of such Registration Statement shall have been issued.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger Amalgamation, or to permit the consummation of the Amalgamation, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) (i) each Each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror contained Amalgamation Sub in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true true, complete and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at on and as of the Effective Time as if made at on and as of the Effective Time, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such timecertain date, in either case, such that the aggregate effect of any inaccuracies in such representations and warranties do not comprise and could not be reasonably expected to comprise a Parent Material Adverse Effect, in each case without regard (for purposes of this Section 8.02(a)) to any materiality or Parent Material Adverse Effect qualifications contained in such representations and warranties, and (iii) the Company shall have received a certificate signed certificates of Parent and Amalgamation Sub, executed by the Chief Executive Officer or of Parent and the President of each of Holding and Acquiror Amalgamation Sub, to the foregoing such effect; (b) each of Holding Parent and Acquiror Amalgamation Sub shall have obtained performed or made complied in all consentsmaterial respects with all covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation the Company shall have received certificates of the Merger illegal or (ii) (assuming Chief Executive Officer and Chief Financial Officer of Parent and the Effective Time had occurred) would be reasonably likely President of Amalgamation Sub to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectsuch effect; and (c) Holding and Acquiror All Required Company Governmental Approvals shall have caused been obtained, including, respectively, the valuation firm transfer, assignment or reauthorization of Permits issued by all of the applicable Telecommunications Operating Authorities, free of any conditions that would cause a Company Material Adverse Effect, and all other consents, approvals, authorizations or filings of any Governmental Entity, the absence of which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm could reasonably acceptable to the Company) be expected to have delivered a Company Material Adverse Effect or Parent Material Adverse Effect if the Closing were to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Mergeroccur, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyshall have been obtained or made.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding GM and Acquiror Xxxxxx contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect or in any other document delivered pursuant hereto shall be true and correct when in all respects at and as of the Effective Time with the same effect as if made and at and as of the Effective Time, as if made and at the Closing GM and as of such time, and (B) all other representations and warranties of Holding and Acquiror Xxxxxx shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) delivered to the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing that effect; (b) each of Holding the obligations of GM and Acquiror shall have obtained Xxxxxx to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time and at the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to Closing GM and Xxxxxx shall have delivered to the Company a letter certificate to that effect; (c) the Ancillary Agreements shall have been duly executed and delivered by Xxxxxx or DIRECTV; (d) there shall have been no events, changes or effects with respect to Xxxxxx or its subsidiaries which would have a Material Adverse Effect on Xxxxxx; and (e) the opinion of Xxxxxxx, Street and Deinard Professional Association, dated the Closing Date and addressed to the Special Committee Company substantially to the effect that (i) the Merger should be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of GM, Xxxxxx and the Board of Directors in form and substance reasonably satisfactory Company should be a party to the Special Committee as to reorganization within the solvency meaning of Section 368(b) of the Code; and (iii) no gain or loss should be recognized by a shareholder of the Company and its Subsidiaries after giving effect to as a result of the Merger, the financing arrangements contemplated by Acquiror Merger with respect to Shares converted into shares of Acquiror Stock (other than with respect to cash received in lieu of fractional shares of Acquiror Stock), shall have been delivered and such opinion shall not have been withdrawn or modified in any material respect. In rendering such opinion, Xxxxxxx, Street and Deinard Professional Association shall have received and may rely upon the Merger and representations contained in the other transactions contemplated herebycertificates referred to in Section 5.13.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are shall be further subject to the satisfaction or waiver at or prior to the Merger Effective Time of the following further conditions: (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (iwithout giving effect to any limitation on any representation or warranty indicated by the words “Parent Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially”) each as of Holding the Merger Effective Time, as though made on and Acquiror as of the Merger Effective Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of any such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (b) Each of Parent and Merger Sub shall have performed in all material respects the obligations, and complied in all of its obligations hereunder material respects with the agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Merger Effective Time, ; (iic) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the The Company shall have received a certificate signed executed on behalf of Parent by the Chief Executive Officer chief executive officer or President chief financial officer of each of Holding Parent, certifying that the conditions set forth in Section 9.03(a) and Acquiror to the foregoing effect; (b) each have been satisfied; and (d) the approvals of Holding and Acquiror shall filings with Governmental Authorities described in Section 6.05(b) (or not described in Section 6.05(b) but required to be so described) have been obtained or made all consentsfiled, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not except where the failure to have been obtained or made (i) filed would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to have a Holding Material Adverse Effect or a Company Material Adverse Effect; and (ce) Holding Since the date of this Agreement, there shall not have occurred any event or occurrence and Acquiror no circumstance shall have caused the valuation firm which exist which, alone or together with any one or more other events, occurrences or circumstances has delivered had, is having or would reasonably be expected to result in a solvency letter to the financial institutions providing the Financing Parent Material Adverse Effect. (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Companyf) to have delivered The shares of Parent Common Stock issuable to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect Stockholders pursuant to the Merger and as provided for in Section 4.01 shall have been authorized for listing on the other transactions contemplated herebyNASDAQ Global Market, subject to official notice of issuance.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are transactions contemplated hereby shall be further subject to the satisfaction fulfillment of the following further conditions, unless waived by such parties pursuant to Section 10.4 of this Agreement: (a) All representations and warranties of the Buyer 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 (i) each except for representations and warranties that are made as of Holding and Acquiror a specific date). The Buyer shall have performed and complied in all material Material respects with all of its obligations hereunder covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Effective TimeClosing. (b) All documents required to have been executed and delivered by the Buyer to the Company 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. (iic) (A) The Company shall have received an opinion of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., counsel to the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and Buyer, dated as of the Effective TimeClosing Date, substantially in the form attached hereto as if made at and as of such time, and EXHIBIT B. (Bd) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as As of the Effective Time as if made at and as of such timeClosing Date, and (iii) the Company shall have received the following documents with respect to the Buyer: (i) a certificate signed true and complete copy of its articles of incorporation and all amendments thereto, certified by the Chief Executive Officer or President jurisdiction of each its incorporation as of Holding and Acquiror to the foregoing effecta recent date; (bii) each a true and complete copy of Holding and Acquiror shall its bylaws, certified by its Secretary or an Assistant Secretary; (iii) a certificate from its Secretary or an Assistant Secretary certifying that (1) its articles of incorporation or charter have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation been amended since the date of the Merger illegal or certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (assuming iv) below that would adversely affect its existence, and (2) Buyer has complied with the Effective Time had occurred) would conditions set forth in this Section 8.2 as may be reasonably likely required by the Company, including without limitation a Certificate as to havethe matters set forth in Section 8.2(a); (iv) 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; (v) a true and complete copy of the resolutions of its board of directors and shareholders authorizing the execution, individually 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 in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectan Assistant Secretary; and (cvi) Holding a certificate from its Secretary or an Assistant Secretary certifying the incumbency and Acquiror signatures of its officers who will execute documents at the Closing or who have executed this Agreement. (e) The Company shall have caused received from The Xxx Group an updated Company Fairness Opinion, dated the valuation firm which has delivered a solvency letter date of the Joint Proxy Statement, to the financial institutions providing effect that, as of the Financing (ordate of the Joint Proxy Statement, if no such letter has been provided thereto, a valuation firm reasonably acceptable the consideration to be received in the Company) to have delivered to Merger by the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency holders of the Company and its Subsidiaries after giving effect Shares is fair to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebysuch holders from a financial point of view.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing of each of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the All representations and warranties of Holding made by the Purchaser and Acquiror contained Merger Sub in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true true, correct and correct when made and at complete on the date hereof and as of the Effective TimeClosing Date as though such representations and warranties were made as of the Closing Date except for representations and warranties as of a specified date, as if made at which shall have been true, correct and complete as of such timespecified date), and (B) all other representations the Purchaser and warranties of Holding and Acquiror Merger Sub shall have been true and correct in duly performed or complied with all material respects when made and at and as of the Effective Time as if made covenants, obligations and conditions to be performed or complied with by it under the terms of this Agreement on or prior to or at and as of such time, and the Closing. (iiib) the The Company shall have received a certificate signed by from a duly authorized officer of the Chief Executive Officer or President of each of Holding Purchaser and Acquiror the Merger Sub in form reasonably satisfactory to the foregoing effect; Company attesting to the matters described in clause (ba) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andabove. (c) Holding Prior to or at the Closing, the Purchaser and Acquiror the Merger Sub shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to such closing documents as shall be reasonably requested by the Special Committee and the Board of Directors Company in form and substance reasonably satisfactory acceptable to its counsel, including the Special Committee following: (i) certificates of the Secretary or Assistant Secretary of each of the Purchaser and Merger Sub, dated the Closing Date, as to the solvency incumbency of any officer of the Purchaser or Merger Sub, as applicable, executing this Agreement or any document related thereto and covering such other matters as the Company may reasonably request; (ii) certified copies of (1) the Certificate of Incorporation and its Subsidiaries after giving effect to by-laws of each of the MergerPurchaser and Merger Sub and all amendments thereto, and (2) the financing arrangements contemplated by Acquiror with respect to resolutions of the Board of Directors of each of the Purchaser and Merger Sub authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby and thereby; and (iii) such other documents or instruments as the Company reasonably requests to effect the transactions contemplated hereby.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger Contemplated Transactions and to take the other actions required to be taken by the Company at the Closing are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it satisfaction, at or prior to the Effective TimeClosing, of each of the following conditions (iiany of which may be waived by the Company, in whole or in part): (a) (A) all of the representations and warranties of Holding and Acquiror contained set forth in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made with the same force and at and as of the Effective Time, effect as if all of such representations and warranties were made at the Closing (provided, however, that to the extent such representations and warranties expressly relate to an earlier date, such representations shall be true and correct on and as of such timeearlier date), and (B) all other except for any untrue or incorrect representations and or warranties of Holding and that individually or in the aggregate do not have a Material Adverse Effect on Acquiror shall have been true and correct in all material respects when made and at and as of or Acquiror Bank or on the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effectCompany’s rights under this Agreement; (b) each of Holding and Acquiror shall have obtained performed or made complied with all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal covenants and obligations to be performed or (ii) (assuming complied with by it under the Effective Time had occurred) terms of this Agreement on or prior to the Closing, except where any nonperformance or noncompliance would be reasonably likely to have, individually or in the aggregate, not have a Holding Material Adverse Effect on Acquiror or a Company Material Adverse Effect; andAcquiror Bank or on the Company’s rights under this Agreement; (c) Holding and Acquiror shall have caused tendered for delivery all of the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orcertificates, if no such letter has been provided theretodocuments and other items listed in Section 2.7 of this Agreement, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as Company; (d) all proceedings, corporate or other, to be taken by Acquiror and Merger Sub in connection with the Contemplated Transactions, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the solvency Company and its counsel; (e) from the date of this Agreement to the Closing, there shall be and have been no change in the financial condition, assets or business of Acquiror or Acquiror Bank that has had or would reasonably be expected to have a Material Adverse Effect on Acquiror or Acquiror Bank or on the Company’s rights under this Agreement; (f) the Company shall have received a written opinion of Ernst & Young LLP, in form and substance reasonably satisfactory to the Company and Acquiror and upon which the XxXxxxxxx Family is expressly entitled to rely, dated as of the Closing Date, to the effect that: (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (ii) each of the Company and its Subsidiaries after giving effect Acquiror will be a party to such reorganization within the meaning of Section 368(b) of the Code; (iii) no gain or loss will be recognized by the Company in the Merger; and (iv) no gain or loss will be recognized by the holders of Company Preferred Stock or Company Common Stock upon the receipt of shares of Acquiror Common Stock in exchange for their shares of Company Preferred Stock or Company Common Stock in the Merger, except to the financing arrangements contemplated by Acquiror with respect to extent of any cash received in the Merger and any cash received in lieu of fractional shares of Acquiror Common Stock; and (g) there shall have been received the approval of (or non-objection from), and confirmation of receipt of any notifications to, each of the Mortgage Loan Investors if and as required in order to consummate the Contemplated Transactions, which approvals and/or non-objections shall not contain terms or conditions that would materially adversely affect the ability of the Bank (or the Acquiror Bank, following the Bank Merger) or any other transactions contemplated herebyAcquired Subsidiary, as applicable, to continue its mortgage loan origination and loan servicing operations and activities as presently conducted.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Second Merger are is subject to the satisfaction of the following further additional conditions, any one or more of which may be waived in writing by the Company: (a) (i) each of Holding and Acquiror The First Merger shall have performed in all material respects all been consummated. (b) Each of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror TRTL contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect Article VI shall be true and correct when made and at and (without giving effect to any limitation as to “materiality” or “TRTL Material Adverse Effect” or any similar limitation set forth therein) as of the Effective TimeClosing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, as if made at in which case, they shall be true and correct on and as of such timeearlier date), and (B) all other except, in either case, where the failure of such representations and warranties of Holding and Acquiror shall have been to be so true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received would not be a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company TRTL Material Adverse Effect; and. (c) Holding Each of the covenants of TRTL, TRTL Parent and Acquiror TRTL Merger Sub to be performed as of or prior to the Closing shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing been performed in all material respects. (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Companyd) to TRTL shall have delivered to the Company a letter addressed certificate signed by an officer of TRTL, dated as of the Closing Date, certifying that, to the Special Committee knowledge and belief of such officer, the conditions specified in Section 10.3(b) and Section 10.3(c) have been fulfilled. (e) TRTL shall have delivered to the Company a true copy of the resolutions of the TRTL Board and the Board respective boards of Directors TRTL Parent and TRTL Merger Sub authorizing the execution of this Agreement and the consummation of the transactions contemplated herein, certified by the Secretary or similar officer of TRTL, TRTL Parent and TRTL Merger Sub, as applicable. (f) TRTL shall have delivered to the Company a counterpart signature of the Investor Rights Agreement duly executed by the TRTL Sponsors and MIHI LLC. (g) TRTL shall have delivered to the Company an executed Amended Forward Purchase Contract duly executed by all parties thereto. (h) TRTL shall have delivered to the Company executed payoff letters for all Indebtedness of TRTL in form and substance reasonably acceptable to TRTL Parent. (i) TRTL shall have delivered to the Company an executed Forfeiture Letter duly executed by all parties thereto. (j) No TRTL Material Adverse Effect shall have occurred and no event or circumstance that would reasonably be expected to result in or cause a TRTL Material Adverse Effect shall have occurred. (k) TRTL shall have delivered to the Company duly executed waivers, payoff letters or final invoices, as applicable, in each case in a form reasonably satisfactory to the Special Committee as Company, from each vendor, lender, creditor, noteholder or other counterparty in respect of all Expenses, Indebtedness or other Liabilities set forth on Exhibit E or required to be set forth on Schedule 6.16, Schedule 6.7 and the promissory notes issued pursuant to the solvency of Expense Advancement Agreement. (l) TRTL shall have delivered to the Company and its Subsidiaries after giving effect to an executed Exchange Agreement duly executed by all parties thereto other than the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyCompany.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following further conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on Parent or Merger Sub. (ib) each The representations and warranties of Holding Parent and Acquiror Merger Sub contained herein that are qualified as to materiality shall have performed be true in all respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Parent and Merger Sub that are not so qualified shall be true in all of its material respects. (c) Parent and Merger Sub shall have performed and complied in all material respects with all covenants, agreements, obligations hereunder and conditions required by this Agreement to be so performed or complied with by it Parent and Merger Sub at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect;Closing. (bd) each of Holding and Acquiror There shall have obtained not be threatened, instituted or made all consentspending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained that (a) restrains or made (i) would render prohibits the consummation of the Merger illegal or (iib) (assuming the Effective Time had occurred) would could reasonably be reasonably likely expected to have, individually or in the aggregate, have a Holding Material Adverse Effect on Parent or a Company Material Adverse Effect; andMerger Sub. (ce) Holding and Acquiror On the Closing Date, there shall have caused be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the valuation firm which has delivered a solvency letter to consummation of the financial institutions providing the Financing Merger. (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Companyf) to Parent shall have delivered to the Company a letter addressed certificate, dated the Closing Date, executed by a duly authorized officer of Parent, certifying to the Special Committee fulfillment of the conditions specified in Sections 7.03(a), (b) and the Board of Directors in form and substance reasonably satisfactory (c). (g) Parent shall have delivered to the Special Committee Company a certificate, dated Closing Date, executed by the Secretary of Parent, certifying as to the solvency of the Company (i) Parent and its Subsidiaries after giving effect to the MergerMerger Sub’s Governing Documents, the financing arrangements contemplated by Acquiror (ii) resolutions with respect to the Merger adopted by Parent’s board of directors and stockholders and Merger Sub’s member attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by Parent and Merger Sub to the Company at the Closing shall be reasonably satisfactory in form and substance to the Company. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of counsel to the Company, in connection with (a) the execution and delivery by Parent and Merger Sub of this Agreement, and (b) the consummation by Parent and Merger Sub of the transactions contemplated herebyhereby or thereby, and copies of all such Consents shall have been delivered to the Company.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger Investment and the other transactions contemplated hereby are subject to the satisfaction of the following further conditionscondition: (a) (i) each of Holding and Acquiror The Investors shall have performed in all material respects all of its their respective obligations hereunder required to be performed by it at or prior to the Effective TimeClosing, (ii) (A) the representations and warranties of Holding and Acquiror the Investors contained in this Agreement that are qualified by reference to a Holding Sections 6.01, 6.07 and 6.08 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct when made in all material respects as of the date hereof and at and as of the Effective Time, Closing as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) all the other representations and warranties of Holding the Investors contained in this Agreement or in any certificate or other writing delivered by the Investors pursuant hereto (disregarding all materiality and Acquiror Material Adverse Effect qualifications contained therein) shall have been be true and correct in all material respects when made as of the date hereof and at and as of the Effective Time Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (B) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President an executive officer of each of Holding and Acquiror Saratoga to the foregoing effect; (b) each of Holding and Acquiror The Investors shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation executed Joinder Agreements substantially in the form attached hereto as Exhibit G from each of the Merger illegal Permitted Transferees set forth on Schedule I hereto, each of which to be effective as of the Closing, and the Investors shall have delivered a copy of each such Joinder Agreement to the Company prior to or (ii) (assuming at the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse EffectClosing; and (c) Holding and Acquiror Saratoga shall have caused be in compliance in all material respects with its obligations under the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee Advisers Act as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebydate of Closing.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding AGT and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect or in any other document delivered pursuant hereto shall be true and correct when in all material respects at and as of the Effective Time with the same effect as if made and at and as of the Effective Time, as if made and at the Closing AGT and as of such time, and (B) all other representations and warranties of Holding and Acquiror Acquisition shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) delivered to the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing that effect; (b) each of Holding the obligations of AGT and Acquiror shall have obtained Acquisition to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time and at the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to Closing AGT and Acquisition shall have delivered to the Company a letter certificate to that effect; (c) the opinion of X'Xxxxxxxx Graev & Karabell, LLP, dated the Closing Date and addressed to the Special Committee Company substantially to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of AGT, Acquisition and the Board of Directors in form and substance reasonably satisfactory Company will be a party to the Special Committee reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss will be recognized by the Company as to a result of the solvency Merger or by a stockholder of the Company and its Subsidiaries after giving effect as a result of the Merger with respect to the Merger, the financing arrangements contemplated by Acquiror Shares converted into shares of AGT Common Stock (other than with respect to the Merger Per Share Cash Amount and cash received in lieu of fractional shares of AGT Common Stock), shall have been delivered and such opinion shall not have been withdrawn or modified in any material respect. In rendering such opinion, X'Xxxxxxxx Graev & Karabell, LLP shall have received and may rely upon the representations contained in the certificates referred to in Section 5.12; and (d) other transactions contemplated herebythan a change in the price of AGT Common Stock, there shall have been no events, changes or effects with respect to AGT or its subsidiaries which would have a Material Adverse Effect on AGT.

Conditions to the Obligations of the Company. The obligations obligation -------------------------------------------- of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and correct, except to the extent that the aggregate of all breaches thereof would not have a Material Adverse Effect on Parent, as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made 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 timerepresentations specifically relate to an earlier date, in which case such representations shall be true and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President correct as of each of Holding and Acquiror such earlier date and, in any event, subject to the foregoing Material Adverse Effect qualification) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (b) each of Holding the material covenants and Acquiror shall have obtained obligations of Parent and Acquisition to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time and, at the financial institutions providing the Financing (orClosing, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to Parent and Acquisition shall have delivered to the Company a letter addressed certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; provided, however, that in connection with the compliance by Parent or Acquisition with any applicable law (including the HSR Act) or obtaining the consent or approval of any Governmental Entity whose consent or approval may be required to consummate the transactions contemplated by this Agreement, Parent shall not be (i) required, or be construed to be required, to sell or divest any material assets or business or to restrict in any material respect 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 Parent's ownership of, any material portion of the Company's business or assets; (c) the Company shall have received the opinion of tax counsel to Parent to the Special Committee effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Acquisition and the Board of Directors in form and substance reasonably satisfactory Company will be a party to the Special Committee reorganization within the meaning of Section 368(b) of the Code, which opinion may rely on the representations set forth in Exhibits B-1 and B-2 and such other ------------ --- representations as such counsel reasonably deems appropriate and such opinion shall not have been withdrawn or modified in any material respect; (d) the Company shall have received the opinion of legal counsel to Parent and Acquisition as to the solvency matters set forth in Exhibit C; --------- (e) there shall have occurred no Material Adverse Effect on Parent; and (f) the Securityholder Agent shall have received, on behalf of all shareholders of the Company and its Subsidiaries after giving effect to the MergerCompany, the financing arrangements contemplated Registration Rights Agreement executed by Acquiror with respect to the Merger and the other transactions contemplated herebyParent.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction or waiver by the Company of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Buyer contained in this Agreement that is qualified as to materiality shall be true and Acquiror correct, and each of the representations and warranties of Buyer contained in this Agreement that are not qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at respects, in each case as of the date of this Agreement and as of the Effective Time with the same effect as if though made at on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such timedate), and (iii) the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer chief executive officer or President chief financial officer of each of Holding and Acquiror Buyer to the foregoing such effect; (b) each of Holding Buyer and Acquiror FTH shall have obtained performed or made complied in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements material respects with all material agreements and filings contemplated covenants required by Section 5.3, which if not obtained this Agreement to be performed or made (i) would render consummation of the Merger illegal complied with by it on or (ii) (assuming prior to the Effective Time had occurred) would be reasonably likely Time, and the Company shall have received a certificate signed on behalf of Buyer by the chief executive officer or chief financial officer of Buyer to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectsuch effect; and (c) Holding and Acquiror in the case of the Forward Merger, the Company shall have caused received (i) the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (oropinion of Kaye, if no such letter has been provided theretoXxholer, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors Fierman, Hays & Xandler, LLP, in form and substance reasonably satisfactory to the Special Committee Company, dated as of the Closing Date, on the basis of facts, representations and assumptions set forth in such opinion, the IRS Ruling, and certificates obtained from officers of Buyer, Acquisition Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the solvency effect that (A) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, (B) for U.S. federal income tax purposes, no income, gain or loss will be recognized by Buyer, Acquisition Sub and the Company and its Subsidiaries after giving effect to as a result of the Merger, and (C) for U.S. federal income tax purposes, no income, gain or loss will be recognized by the financing arrangements contemplated by Acquiror with respect holders of Company Common Stock as a result of the Merger except to the extent such holders receive cash as Merger Consideration and (ii) the other transactions contemplated hereby.IRS Ruling. In rendering the opinion described in clause (i) hereof, Kaye, Xxholer, Fierman, Hays & Xandler, LLP shall have received and may rely upon the certificates and representations referred to in Section 6.8 hereof. 62 72 ARTICLE VIII

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are transactions contemplated hereby shall be further subject to the satisfaction fulfillment of the following further conditions, unless waived by such parties pursuant to Section 10.4 of this Agreement: (a) All representations and warranties of the Buyer contained in this Agreement and the Buyer's Disclosure Schedule shall be true and correct in all Material respects as of the Closing Date as though made as of such date (i) each except for representations and warranties that are made as of Holding and Acquiror a specific date). The Buyer shall have performed and complied in all material Material respects with all of its obligations hereunder covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Effective Time, Closing. (iib) (A) All documents required to have been executed and delivered by the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference Buyer to a Holding Material Adverse Effect shall be true and correct when made and the Company at and as of or prior to the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror Closing shall have been true so executed and correct in all material respects when made delivered, whether or not such documents have been or will be executed and at and as of delivered by the Effective Time as if made at and as of such time, and other parties contemplated thereby. (iiic) the The Company shall have received from Orr Group, a certificate signed by bringdown of the Chief Executive Officer or President opixxxn of each Orr Group dated June 29, 2005, to xxe effect that as of Holding and Acquiror a date within five (5) business days prior to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation mailing of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable Joint Proxy Statement to the Company's shareholders in connection with the Merger, the Merger Consideration is fair, from a financial point of view, to the holders of Company Shares. (d) to The Company shall have delivered received an opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., counxxx xx xhe Xxxxx, xated as of the Closing Date, reasonably satisfactory to the Company a letter addressed in form and substance, concerning matters relating to the Special Committee Buyer. (e) The Company shall have received an opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., counxxx xx xhe Xxxxx, 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 Board of Directors 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 Special Committee as to the solvency date of such opinion and shall not have been withdrawn or modified in any material respect. (f) As of the Company and its Subsidiaries after giving effect to the MergerClosing Date, the financing arrangements contemplated by Acquiror Company shall have received the following documents with respect to the Merger Buyer and Buyer Bank: (i) a true and complete copy of its articles of incorporation and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (ii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iii) a certificate from its Secretary or an Assistant Secretary certifying that (A) 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 (B) the Buyer has complied with the conditions set forth in this Section 8.2 as may be reasonably required by the Company, including without limitation a Certificate as to the matters set forth in Section 8.2(a); -------------- (iv) 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; (v) a true and complete copy of the resolutions of the Buyer's 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 other transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; (vi) 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; (vii) a certificate of The Federal Reserve Bank with respect to the Buyer; and (viii) such other certificates and documents of officers of the Buyer, Buyer Bank and public officials as shall be reasonably requested by the Company to establish the existence of the Buyer, Buyer Bank and their Subsidiaries, the insurance of Buyer Bank's accounts by the FDIC and the due authorization of this Agreement and the transactions contemplated by this Agreement by the Buyer. (g) The Exchange Agent shall have delivered to the Company a certificate, dated as of the Closing Date, to the effect that the Exchange Agent has received from the Buyer appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of the Buyer Stock in exchange for all of the Company Shares and to the effect that the Exchange Agent has received the Total Cash Merger Consideration from the Buyer and appropriate instructions and authorization to deliver the Total Cash Merger Consideration as required by this Agreement. (h) Buyer Bank shall have afforded A. Christine Baker the opportunity tx xxxxx xxxx xxe Baker Employment Agreement; Buyer Xxxx shall have afforded Fairfax C. Reynolds the opportunity to enxxx xxxx xxe Reynolds Employment Agreement; anx Xxxxx Bank shall have afforded James C. McGill the opportunity tx xxxxx xxxx xxe McGill Consulting Agreement. (i) The Buyer shall have executed and delivered to the Foundation the Foundation Agreement. (j) There shall have been no Material Adverse Effect with respect to the Buyer, the Buyer Bank or any other Subsidiary of the Buyer.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditionsconditions precedent on or before the Closing Date: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained DFC set forth in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall Article IV, will be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time Closing Date as if though then made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror though references to the foregoing effectClosing Date were substituted for the date of this Agreement throughout such representations and warranties; (b) DFC will have performed and complied in all material respects with each of Holding their respective covenants and Acquiror agreements required to be performed by them under this Agreement and the agreements and documents attached hereto as Exhibits; (c) DFC, DFRM and the Exchange Agent, acting in its capacity as attorney-in-fact for the Tendering Holders and not individually on its own behalf, shall have obtained or made executed and delivered the Amended LLC Agreement; (d) all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated proceedings to be taken by Section 5.3, which if not obtained or made (i) would render DFC in connection with the consummation of the Merger illegal or (ii) (assuming transactions contemplated hereby and by the Effective Time had occurred) would Exhibits hereto have been taken, and all certificates, opinions, instruments and other documents required to be delivered by the Company to effect the transactions contemplated hereby and thereby will be reasonably likely satisfactory in form and substance to havethe Company; (e) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and by the Exhibits hereto, individually or including, without limitation, any consents that are required in order that the aggregate, transactions contemplated hereby and thereby do not constitute a Holding Material Adverse Effect breach of or a Company Material Adverse Effectdefault under or a termination or modification of any agreement to which any party hereto is a party or to which any property of any party hereto and any subsidiary of any party hereto is subject, will have been obtained on terms reasonably satisfactory to the Company; (f) all governmental filings, authorizations and approvals that are required for the consummation of the transaction contemplated hereby, and by the Exhibits hereto, if any, will have been duly made and obtained; and (cg) Holding and Acquiror DFC shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have executed and/or delivered to the Company a letter addressed the documents and instruments required to be executed and/or delivered by DFC pursuant to Article I. Any condition to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency obligations of the Company and specified in this Section 2.2 may be waived by the Company in its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebysole discretion.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) each of Holding and Acquiror Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Merger Sub contained in this Agreement that are qualified and in any certificate or other writing delivered by reference to a Holding Material Adverse Effect Parent pursuant hereto shall be true and correct when made and at and (without giving effect to any limitation as of the Effective Time, as if made at and as of such time, and (Bto "materiality" or "Material Adverse Effect" set forth herein) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timetime (except to the extent expressly made as of an earlier date, in which case as of such earlier date, except where the failure of such representations to be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth herein) would not, individually as in the aggregate, have a Material Adverse Effect on Parent and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President a vice-president of each of Holding and Acquiror Parent to the foregoing effect;; and (b) each of Holding and Acquiror the Company shall have obtained received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP (or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm other counsel reasonably acceptable to the Companytx xxx Xompxxx) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as Company, on the basis of customary representations and assumptions set forth in such opinion, dated the Effective Time, to the solvency effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering this opinion, counsel shall be entitled to rely upon customary representations of officers of Parent and the Company reasonably requested by counsel, including, without limitation, those contained in certificates substantially in the form agreed to by the Company and its Subsidiaries after giving effect Parent prior to the Merger, date of this Agreement. (c) Parent shall have taken all such actions as shall be necessary so that the financing arrangements contemplated by Acquiror with respect to By-laws Amendment shall become effective not later than the Merger and the other transactions contemplated herebyEffective Time.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are Exchange pursuant to Section 1 is subject to the satisfaction of the following further conditionsconditions as of the Closing Date: (a) (i) each of Holding The representations and Acquiror warranties made by the Feishang Shareholder and Feishang shall have performed be accurate in all material respects all as of its obligations hereunder required the date hereof and as of the Closing Date and the terms and conditions of this Agreement to be performed and complied with by it at the Feishang Shareholder on or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror Closing Date shall have been true performed and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed complied with by the Chief Executive Officer Feishang Shareholder on or President of each of Holding and Acquiror prior to the foregoing effectClosing Date; (b) each of Holding Feishang and Acquiror Feishang Shareholder shall have obtained or made received all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements corporate regulatory and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of other third party approvals and authorizations necessary to consummate the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andExchange; (c) Holding and Acquiror No material adverse change shall have caused taken place with respect to Feishang, and no event shall have occurred, that could result in a material adverse effect on the valuation firm which has delivered Company, taken as a solvency letter to whole. (d) Feishang and the financial institutions providing Feishang Shareholder shall have paid all of their respective costs and expenses associated with the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable sale of the Feishang Stock to the Company; (e) to Feishang and the Feishang Shareholder shall have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance evidence reasonably satisfactory to the Special Committee as to Company regarding the solvency approval of the Company Exchange and its Subsidiaries after giving effect to the Merger, the financing arrangements transactions contemplated by Acquiror with respect to this Agreement by the Merger and board of directors and, if required the other transactions contemplated herebyshareholders, of Feishang.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Timetime of the filing of the Certificate of Merger, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding an Acquiror Material Adverse Effect shall be true and correct when made and at and as of the Effective Timetime of filing the Certificate of Merger, as if made at and as of such time and (B) all other representations and warranties of Acquiror shall have been true and correct when made and at and as of the time of the filing of the Certificate of Merger as if made at and as of such time, and (B) all other representations and warranties of Holding and except for inaccuracies which would not be reasonably likely to have, individually or in the aggregate, an Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timeMaterial Adverse Effect, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President Chief Financial Officer of each of Holding and Acquiror to the foregoing effect; (b) The Company shall have received an opinion of McDexxxxx, Xxll & Emerx xx form and substance reasonably satisfactory to the Company, dated the date of the filing of the Certificate of Merger, and based upon reasonably requested letters from Acquiror and the Company and certain facts and assumptions set forth in the opinion to the effect that, for federal income tax purposes, the Merger will be treated as a 368 Reorganization, that each of Holding Acquiror and the Company will be a party to the reorganization within the meaning of Section 368 of the Code and that no gain or loss shall be recognized by the holders of Company Shares on the conversion of their shares into the Merger Consideration pursuant to the Merger, except with respect to any cash received; and (c) Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding an Acquiror Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) except to the extent expressly permitted under this Agreement, the representations and warranties of Holding and Acquiror contained in this Agreement and in any certificate or other writing delivered by Acquiror pursuant hereto (x) that are qualified by reference to a Holding materiality or Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (y) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Effective Time as if made at and as of such time and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President a vice-president of each of Holding and Acquiror to the foregoing effect; (b) the Company shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP in form and substance reasonably satisfactory tx xxx Xompxxx, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Holding Acquiror, Merger Subsidiary and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by the Company will be a party to the reorganization within the meaning of Section 5.3, which if not obtained or made (i368(b) would render consummation of the Merger illegal Code. In rendering such opinion, such counsel shall be entitled to rely upon certain representations of officers of Acquiror and the Company reasonably requested by counsel, including without limitation those contained in certificates substantially in the form attached as Exhibits C-1 and C-2; and (c) since the date of this Agreement, there shall not have been any event, occurrence, development or (ii) (assuming the Effective Time had occurred) would be reasonably likely to havestate of circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyon Acquiror.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are Transactions is subject to the satisfaction at or prior to the Closing of the following further conditions: (a) (i) each of Holding and Acquiror shall Each Crusader Entity must have performed in all material respects all of its obligations hereunder under this Agreement required to be performed by it at or prior to the Effective Time, Closing and the Company must have received a certificate of a duly authorized representative of each Crusader Entity as to the satisfaction of this condition. (iib) (A) the The representations and warranties of Holding and Acquiror the Crusader Entities contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall must be true and correct when made in all respects without regard to any materiality qualifiers in each case as of the date hereof and at and as of the Effective Time, Closing as if made at and as of such time, except as expressly contemplated by this Agreement and (B) all other except where the failure or failures of any such representations and warranties of Holding and Acquiror shall have been to be so true and correct in all material respects when made have not had and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if would not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Crusader Entity Material Adverse Effect; and (c) Holding provided, that the accuracy of representations and Acquiror warranties that by their terms speak as of the date hereof or some other date shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orbe determined as of such date, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to and the Company must have received a letter addressed to the Special Committee and the Board certificate of Directors in form and substance reasonably satisfactory to the Special Committee a duly authorized representative of each Crusader Entity as to the solvency satisfaction of this condition. For purposes of this Agreement, a “Crusader Entity Material Adverse Effect” means any event, circumstance, condition, development or occurrence causing, resulting in or having (or with the passage of time would cause, result in or have) a material adverse effect on the financial condition, business, assets, properties or results of operations of the Company and its Subsidiaries after giving Crusader Operating Entities, taken as a whole; provided that in no event shall any of the following be deemed to constitute or be taken into account in determining a Crusader Entity Material Adverse Effect: any event, circumstance, change or effect that results from (i) changes affecting the economy generally, (ii) changes in the market price or futures price of oil or natural gas, (iii) (A) any public announcement prior to the Mergerdate of this Agreement of discussions among the parties hereto regarding the Transactions, (B) the announcement of this Agreement, (C) the pendency of the consummation of the Transactions, or (D) any suit, action or proceeding arising out of or in connection with this Agreement or the Transactions, (iv) compliance with the terms of this Agreement, (v) any generally applicable change in applicable law or GAAP or interpretation of any thereof, (vi) actions or inactions specifically permitted by a prior written waiver by the Company of performance by a Crusader Entity of any of its obligations under this Agreement, (vii) any outbreak or escalation of hostilities (including, without limitation, any declaration of war by the U.S. Congress) or acts of terrorism, (viii) the termination after the date of this Agreement of any Company Employee’s, consultant’s or independent contractor’s employment by, or independent contractor relationship with, a Crusader Entity, or any notice thereof, other than as a result of any breach by a Crusader Entity of the terms of this Agreement, (ix) (A) the taking of any action outside the ordinary course of business required by this Agreement, or (B) the failure to take any action prohibited by this Agreement or (x) the failure of a Crusader Entity to obtain any consent, approval, action, authorization or permit of any third party set forth in Section 3.4(c) of the Crusader Disclosure Schedule arising out of or in connection with this Agreement or the Transactions or (xi) any expenses incurred in connection with the negotiation, documentation and execution of this Agreement, the financing arrangements contemplated actions required of the Crusader Operating Entities by Acquiror with respect to the Merger Section 5.1 and Article VI and the consummation of the Transactions, including, as a result of a Crusader Operating Entity’s entry into, and the payment of any amounts due to, or the provision of any other transactions contemplated herebybenefits (including benefits relating to acceleration of stock options) to, any officers or Company Employees or consultants under employment contracts, non-competition agreements, employee benefit plans, severance, bonus or retention arrangements or other arrangements in existence as of the date of this Agreement or as disclosed in this Agreement; provided that if any of the foregoing constitutes a breach of any representation, warranty, covenant or agreement set forth in this Agreement, such occurrence (other than as described in clauses (vi), (ix) and (xi)) may be taken into account in the determination of a Crusader Entity Material Adverse Effect.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) except to the extent expressly permitted under this Agreement, the representations and warranties of Holding and Acquiror contained in this Agreement and in any certificate or other writing delivered by Acquiror pursuant hereto (x) that are qualified by reference to a Holding materiality or Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (y) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Effective Time as if made at and as of such time and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President a vice-president of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror the Company shall have obtained or made all consentsreceived an opinion of Skadden, approvalsArps, actionsSlate, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors Xxxxxxx & Xxxx LLP in form and substance reasonably satisfactory to the Special Committee as Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the solvency effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Acquiror, Merger Subsidiary and the Company and its Subsidiaries after giving effect will be a party to the Mergerreorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, the financing arrangements contemplated by such counsel shall be entitled to rely upon certain representations of officers of Acquiror with respect to the Merger and the other transactions contemplated herebyCompany reasonably requested by counsel, including without limitation those contained in certificates substantially in the form attached as Exhibits C-1 and C-2; and (c) since the date of this Agreement, there shall not have been any event, occurrence, development or state of circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Acquiror.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate and effect the Merger are shall be subject to the satisfaction at or prior to the Closing Date of each of the following further conditions, any of which may be waived, in writing, exclusively by the Company: (a) The filing by Parent of a Form D with the SEC with respect to the proposed merger of Merger Sub with and into the Company; (b) The Merger Agreement shall have been approved by the board of directors as well as the stockholders of Parent; (c) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which (i) each of Holding is in effect and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) has the effect of prohibiting the Merger or making the Merger illegal. (Ad) the The representations and warranties of Holding the Parent and Acquiror contained Merger Sub made in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct as of the date of this Agreement and as of the Closing Date (without giving effect to any qualifications or limitations as to “materiality” or “material adverse effect” set forth therein), except as does not constitute a material adverse effect on the ability of Parent to consummate the transactions contemplated hereby at the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time (in which case, where the failure of such representations and warranties to be true and correct as of such times does not constitute a material adverse effect on the ability of Parent and Merger Sub to consummate the transactions contemplated hereby at the Closing Date). (e) Parent and Merger Sub shall have performed or complied in all material respects when made with all agreements and at and as of covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time as if made at and as of such timeClosing Date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror with respect to the foregoing effect;signed on behalf of Parent, with respect to the covenants of Parent, by an authorized executive officer of Parent and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the covenants of Merger Sub, by an authorized executive officer of Merger Sub. (bf) each No litigation brought by a Governmental Entity of Holding competent jurisdiction shall be pending that has a reasonable likelihood of success and Acquiror shall have obtained wherein an unfavorable judgment, order, decree, stipulation or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made injunction would (i) would render prevent consummation of the Merger illegal transactions contemplated by this Agreement, or (ii) (assuming cause the Effective Time had occurred) would transactions contemplated by this Agreement to be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andrescinded following consummation of such transaction. (cg) Holding Prior to or at the Closing, Parent and Acquiror Merger Sub shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory acceptable to the Special Committee Company a certificate of an officer of the Company, dated as of the Closing Date, to the solvency effect that the conditions specified in this Section are satisfied. (h) Parent shall have entered into an employment agreement with Mxxxx Xxxxx and an employment offer letter with Exxx Xxxxxx, substantially in the forms of Exhibits B and C, respectively, attached hereto (the Company and its Subsidiaries after giving effect to “Employment Agreement” in the Mergercase of Mr. Mereu, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby“Employment Offer Letter” in the case of Mx. Xxxxxx).

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction of the following further conditionsconditions on or before the Closing Date: (a) (i) each of Holding the representations and Acquiror warranties set forth in Article VI shall be true and correct in all respects, at and as of the Closing Date (except that such representations and warranties that are made as of a specific date need only be true and correct in all respects as of such date), except, in any such case, where the failure of any such representations and warranties to be true and correct has not had a material adverse effect on the ability of Buyer and Merger Sub to consummate the transactions contemplated hereby; (b) Buyer and Merger Sub shall have performed in all material respects (other than the payment of any amounts provided for in Article II hereof, which shall be performed in all of its obligations hereunder respects) all the covenants and agreements required to be performed by it at or each of them under this Agreement prior to the Effective Time, Closing; (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iiic) the Company shall have received a certificate signed by certificate, in the Chief Executive Officer or President form attached hereto as Exhibit D-1, executed on behalf of each of Holding Buyer and Acquiror to Merger Sub by the foregoing effectprincipal executive officer or principal financial officer of Buyer and Merger Sub, respectively, certifying that the conditions set forth in Sections 3.1(a) and 3.1(b) have been satisfied; (bd) each of Holding and Acquiror no law or order shall have obtained been enacted or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) entered into after the date hereof that would render prevent the consummation of the Merger; (e) Buyer shall have delivered the Closing Merger illegal Consideration to the Securityholders’ Representative pursuant to Section 2.6(a)(iv)(B); (f) Buyer shall have paid, or caused to be repaid, the Repaid Indebtedness pursuant to Section 2.6(a)(iv)(A); (iig) (assuming Buyer shall have paid, or caused to be paid, the Effective Time had occurred) would be reasonably likely amount of the Securityholders’ Rep Expense Fund to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse EffectSecurityholders’ Representative pursuant to Section 2.6(a)(iv)(C); and (ch) Holding and Acquiror Buyer shall have paid, or caused to be paid, the valuation firm which has delivered a solvency letter Transaction Expenses pursuant to Section 2.6(a)(v)(A). Any condition specified in this Section 3.1 may be waived by the financial institutions providing Securityholders’ Representative on behalf of the Financing (orSecurityholders and the Company; provided, if however, that no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to waiver will be effective against the Company unless it is set forth in a letter addressed to writing executed by the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebySecurityholders’ Representative.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the further satisfaction of the following further conditions: (a) there shall not be instituted or pending any action by any Governmental Entity (i) each challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation by the Company of Holding the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise directly or indirectly relating to the transactions contemplated by this Agreement or the Merger, (ii) that otherwise, in the reasonable judgment of Company, is likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect; (b) Parent and Acquiror Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Timetheir covenants and agreements under this Agreement, (ii) (A) and the representations and warranties of Holding Parent and Acquiror contained Merger Subsidiary set forth in this Agreement that are qualified by reference as to a Holding Material Adverse Effect materiality shall be true in all material respects when made at and correct when as of the Effective Time as if made and at and as of the Effective Time, as if made at and as of such time, ; and (B) all other the representations and warranties of Holding and Acquiror set forth in this Agreement that are not so qualified shall have been be true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, ; and (iii) the Company shall have received a certificate signed by of the Chief Executive Officer or President of each of Holding Parent and Acquiror Merger Subsidiary to the foregoing that effect; (bc) the Company Stockholder Approval shall have been obtained; (d) no change shall have occurred or been threatened (and no development shall have occurred or been threatened involving a prospective change), other than changes resulting from changes in interest rates, that, in the reasonable judgment of the Company, has or is likely to have a Parent Material Adverse Effect. (e) each of Holding and Acquiror the persons described in Section 6.2 of the Parent Disclosure Schedule shall have obtained executed and delivered an Affiliate Agreement; (f) the Company shall have been furnished with (i) copies of the text of the resolutions by which the corporate action on the part of the Company and Merger Subsidiary necessary to approve this Agreement and the transactions contemplated hereby were taken, together with a certificate dated as of the Effective Time executed on behalf of the Company and Merger Subsidiary by the respective corporate secretaries certifying to the Company that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings rescinded. (g) the Company shall have received from Pauli & Company the "fairness" opinion contemplated by Section 5.3, which if not obtained or made (i4.1(w) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effecthereof; and (ch) Holding and Acquiror the Company shall have caused received an opinion of The Xxxxxx Partnership, dated the valuation firm which has delivered a solvency letter Closing Date to the financial institutions providing effect that: (i) Each of Parent and Merger Subsidiary is a corporation organized and existing and in good standing under the Financing laws of its State of incorporation. (orii) Each of Parent and Merger Subsidiary has the corporate power and authority to execute and deliver, and perform its obligations under, this Agreement. (iii) This Agreement has been duly authorized by all necessary corporate action on the part of Parent and Merger Subsidiary, has been executed and delivered by Parent and Merger Subsidiary, and is the valid and binding obligation of Parent and Merger Subsidiary, and this Agreement is enforceable against Parent and Merger Subsidiary, as the case may be, in accordance with its terms. (iv) The execution, delivery and performance of this Agreement by the Parent do not violate the Certificate of Incorporation or By-Laws of Parent, and, to such counsel's knowledge, will not violate any agreement or instrument to which Parent is a party or by which it or its property is bound. The execution, delivery and performance of this Agreement by Merger Subsidiary will not violate the Articles of Incorporation or By-Laws of Merger Subsidiary, and, to such counsel's knowledge, will not violate any agreement or instrument to which Merger Subsidiary is a party or by which it or its property is bound. (v) Except as may be specified by such counsel or set forth on the Disclosure Schedule, such counsel knows of no litigation, proceeding or governmental investigation pending or threatened against or relating to the Parent or Merger Subsidiary, or any of their respective assets and businesses, or the Parent Common Stock; and (vi) Based solely on such counsel's review of the minute books and stock transfer records of Parent and Parent's filings with the Secretary of State of Delaware, the issuance of the Parent Common Stock in the Merger has been duly authorized by all necessary corporate action on the part of Parent. The Parent Common Stock has been duly issued in accordance with the Certificate of Incorporation and By-Laws of Parent and with applicable law, and upon delivery of such in accordance with this Agreement, such Parent Common Stock is or will be outstanding, fully-paid and non-assessable. In rendering the foregoing opinion, such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, as to matters of fact, upon certificates of government officials and of any officer or officers of Parent and Merger Subsidiary, which shall be expressly referred to in such opinion and copies of which shall accompany such opinion. In addition, such counsel, in rendering such opinions, shall be permitted to assume the authenticity of Parent's stock book or records of its stock transfer agent and, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee found in Parent's minute book and the Board of Directors otherwise proper in form and substance reasonably satisfactory to appearance, the Special Committee as to the solvency authenticity of the Company minutes of any directors' meetings and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyshareholders' meetings.

Conditions to the Obligations of the Company. The obligations obligation -------------------------------------------- of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect (other than those contained in Section 3.10) shall be true and correct when 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, in which case such representations shall be true and correct as of such earlier date, and in any event and except to the extent that the aggregate of all breaches thereof would not have a Material Adverse Effect) and the representations and warranties of Parent and Acquisition contained in Section 3.10 shall be true and correct in all respects at and as of the Effective Time, as if made and, at the Closing, Parent and as of such time, and (B) all other representations and warranties of Holding and Acquiror Acquisition shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) delivered to the Company shall have received a certificate signed to that effect, executed by the Chief Executive Officer or President two (2) executive officers of each of Holding Parent and Acquiror to the foregoing effectAcquisition; (b) each of Holding the covenants and Acquiror shall have obtained obligations of Parent and Acquisition to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time, and, at the financial institutions providing the Financing (orClosing, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to Parent and Acquisition shall have delivered to the Company a letter addressed certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; provided, however, that in connection with the compliance by Parent or Acquisition with any Applicable Law (including the HSR Act) or obtaining the consent or approval of any Governmental Entity whose consent or approval may be required to consummate the transactions contemplated by this Agreement, Parent shall not be (i) required, or be construed to be required, to sell or divest any material assets or business or to restrict in any material respect 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 Parent's ownership of, any material portion of the Company's business or assets; (c) the shares of Parent Common Stock issuable to the Special Committee Company's stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been approved for quotation on the Nasdaq National Market, upon official notice of issuance; and (d) the Company shall have received the opinion of tax counsel to the Company or tax counsel to Parent to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Acquisition and the Board of Directors in form and substance reasonably satisfactory Company will be a party to the Special Committee as to reorganization within the solvency meaning of Section 368(b) of the Company Code, which opinion may rely on the representations set forth in Exhibits B-1 and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger B-2 and the such other transactions contemplated herebyrepresentations as such counsel ------------ --- reasonably deems appropriate and such opinion shall not have been withdrawn or modified in any material respect.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Acquisition contained in this Agreement that are qualified by reference as to a Holding materiality or Material Adverse Effect on Parent shall be true and correct, and any such representations that are not so qualified shall be true and correct when made and in all material respects at and as of the Effective Time, Time with the same effect as if made at and as of the Effective Time (except to the extent such timerepresentations specifically related to an earlier date, and (B) all other in which case such representations and warranties of Holding and Acquiror shall have been be true and correct in all material respects when made and at and as of such earlier date) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (b) each of the covenants and obligations of Parent and Acquisition to be performed at or before the Effective Time as if made 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, Parent and as Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (c) there shall have not occurred and be continuing after the date of this Agreement a Material Adverse Effect on Parent; (d) the shares of Parent Common Stock issuable to the Company’s stockholders pursuant to this Agreement and such time, and other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the NYSE upon official notice of issuance; (iiie) the Company shall have received a certificate signed by the Chief Executive Officer or President written opinion of each of Holding and Acquiror Xxxxxxx Xxxxxxxx Xxxxxx LLP, counsel to the foregoing effect; Company, to the effect that (bi) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, and (ii) each of Holding Parent, Acquisition and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by the Company will be a party to the reorganization within the meaning of Section 5.3, which if not obtained or made (i368(b) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be Code, and such opinion shall not have been withdrawn; provided, however, that if Xxxxxxx Xxxxxxxx Xxxxxx LLP fails to deliver such opinion, then Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to Parent, may deliver such opinion in satisfaction of this closing condition; provided, further, that any such opinion may rely on representations as such counsel reasonably likely to havedeems appropriate and on typical assumptions. Parent, individually or in the aggregateAcquisition, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed agree to the Special Committee and the Board of Directors provide to such counsel such representations as such counsel reasonably requests in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror connection with respect to the Merger and the other transactions contemplated herebyrendering such opinions.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and in all material respects at and as of the Effective Time, Time with the same effect as if made at and as of the Effective Time (except to the extent such timerepresentations specifically relate to an earlier date, and (B) all other in which case such representations and warranties of Holding and Acquiror shall have been be true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timeearlier date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror in any event, subject to the foregoing materiality qualification) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by an officer of Parent and Acquisition; (b) each of Holding the covenants and Acquiror shall have obtained obligations of Parent and Acquisition to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time and, at the financial institutions providing the Financing (orClosing, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to Parent and Acquisition shall have delivered to the Company a letter addressed certificate to that effect, executed by an officer of Parent and Acquisition; (1) the Special Committee Company shall have obtained all requisite approvals of the holders of the Shares, the Preferred A Stock and the Board of Directors in form Preferred B Stock for this Agreement and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror (2) a waiver of any notice requirements with respect to the Merger Preferred A Stock and Preferred B Stock pursuant to Article IV(B)(2)(c)(iii) of the other transactions contemplated hereby.Company's Certificate of Incorporation shall have been obtained or the Company's Certificate of Incorporation shall have been amended to eliminate such notice requirements, and (3) any notice requirements under any Company Warrant shall have been waived or complied with; (d) Parent and Acquisition, as the case may be, shall have entered into all of the Other Agreements; (e) The Company shall have received the opinion of legal counsel to Parent and Acquisition as to the matters set forth in Exhibit C.

Conditions to the Obligations of the Company. The -------------------------------------------- obligations of the -------------------------------------------- Company to consummate the Merger are hereunder on each Purchase Date shall be subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the All representations and warranties of Holding CFNA and Acquiror Firestone contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made on such Purchase Date and at CFNA and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror Firestone shall have been true and correct be in compliance in all material respects when with all of their respective obligations hereunder. (b) On or prior to such Purchase Date, there shall have been made and at there shall be in full force and effect all filings (including, without limitation, Uniform Commercial Code filings), recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action, as may be necessary or, to the extent requested by the Company, advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of the Effective Time Company and/or to the Trustee for the benefit of the Certificateholders granted pursuant to this Agreement or the Pooling and Servicing Agreement, as if made at and as of such timethe case may be, and the Company and the Trustee shall have received evidence satisfactory to them of all of the foregoing. (iiic) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Company and the Company shall have received a certificate signed by the Chief Executive Officer copies of all documents (including without limitation, records or President of each of Holding and Acquiror corporate proceedings) relevant to the foregoing effect;transactions herein contemplated as the Company may have reasonably requested. (bd) each of Holding and Acquiror shall have obtained No Servicer Default or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror Liquidation Event with respect to the Merger and the other transactions contemplated herebyCFNA shall have occurred. (e) The Final Trust Termination Date shall have not occurred.

Conditions to the Obligations of the Company. The obligations of -------------------------------------------- the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Timetime of the filing of the Certificate of Merger, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding an Acquiror Material Adverse Effect shall be true and correct when made and at and as of the Effective Timetime of filing the Certificate of Merger, as if made at and as of such time and (B) all other representations and warranties of Acquiror shall have been true and correct when made and at and as of the time of the filing of the Certificate of Merger as if made at and as of such time, and (B) all other representations and warranties of Holding and except for inaccuracies which would not be reasonably likely to have, individually or in the aggregate, an Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timeMaterial Adverse Effect, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President Chief Financial Officer of each of Holding and Acquiror to the foregoing effect; (b) The Company shall have received an opinion of XxXxxxxxx, Will & Xxxxx in form and substance reasonably satisfactory to the Company, dated the date of the filing of the Certificate of Merger, and based upon reasonably requested letters from Acquiror and the Company and certain facts and assumptions set forth in the opinion to the effect that, for federal income tax purposes, the Merger will be treated as a 368 Reorganization, that each of Holding Acquiror and the Company will be a party to the reorganization within the meaning of Section 368 of the Code and that no gain or loss shall be recognized by the holders of Company Shares on the conversion of their shares into the Merger Consideration pursuant to the Merger, except with respect to any cash received; and (c) Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding an Acquiror Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror Merger Subsidiary shall have performed in all material respects all of its obligations hereunder and under the Exchange and Voting Agreement required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror Merger Subsidiary contained in this Agreement that are qualified and in any certificate or other writing delivered by reference Merger Subsidiary pursuant hereto (without regard to any qualification with respect to materiality or to having a Holding Material Adverse Effect Effect) shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President a duly authorized manager of each of Holding and Acquiror Merger Subsidiary to the foregoing effect;. (b) each of Holding and Acquiror The Continuing Shareholders shall have obtained performed in all material respects all of their obligations under the Exchange and Voting Agreement required to be performed by them at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming prior to the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andTime. (c) Holding and Acquiror Merger Subsidiary shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board copies of Directors in form and substance reasonably satisfactory to the Special Committee as such certificates or such other similar materials relating to the solvency of the Company and its Subsidiaries after giving effect to the Merger, Transactions and the financing arrangements contemplated by Acquiror with respect the Commitment Letter as shall have been delivered to the Merger lender providing the Commitment Letter and the Stockholders and the Company may rely on such certificates or other transactions contemplated herebymaterials with the same effect as if they had been issued to the Company and the Stockholders. If the lender does not require such information, Merger Subsidiary shall be required to deliver to the Company a certificate or such similar materials in form and substance satisfactory to the Special Committee from the Company's Chief Financial Officer relating to the solvency after giving effect to the Transactions and the financing described herein.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditionsconditions (any one of which may be waived in whole or part by the Company, in its sole discretion, by giving written notice to Parent in compliance with Section 10.1) : (a) (i) each of Holding Parent and Acquiror Merger Sub shall have performed in all material respects all of its their respective material obligations hereunder required to be performed by it them at or prior to the Effective Time, Time and (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate from each of Parent and Merger Sub, each signed by the Chief Executive Officer an executive officer of Parent or President of each of Holding and Acquiror Merger Sub, as appropriate, to the foregoing effect; (b) each of Holding the representations and Acquiror warranties of Parent and Merger Sub contained in this Agreement shall have obtained or been true and correct in all material respects at the time made and shall be true and correct in all consentsmaterial respects as of the Effective Time with the same force and effect as if such representations and warranties had been made at and as of the Effective Time; (c) Parent shall execute and deliver a registration rights agreement, approvalsin a form satisfactory to the Company and Parent, actionsacting reasonably, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, pursuant to which if not obtained or made Parent shall agree (i) would render consummation to file with the SEC, within 30 days of the Closing Date, a registration statement on Form S-3 covering the resale of the shares of Parent Company Stock issued as all or a part of the Merger illegal or Consideration, (ii) to use commercially reasonable efforts to cause such registration statement to be declared by the SEC within 90 days of the Closing Date, in the event that the SEC does not conduct a review of such registration statement, and within 120 days of the Closing Date, in the event that the SEC conducts a review of such registration statement and (assuming iii) to provide customary piggy back registration rights to the Participating Rights Holders as of and after the Effective Time had occurredTime; (d) would be reasonably likely to have, individually or in Parent shall execute and deliver the aggregate, a Holding Material Adverse Effect or a Company Material Adverse EffectPromissory Note; and (ce) Holding Torys LLP or other legal counsel to Parent and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to Merger Sub approved by the Company) to , in its sole discretion, will have delivered to issued a legal opinion substantially in the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee attached hereto as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.Exhibit D.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law: (iia) Parent and Merger Sub shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 6.1 that are necessary by the Company to provide for the continuation of all material agreements and to consummate the Merger; (Ab) the The representations and warranties of Holding Parent and Acquiror contained Merger Sub set forth in this Agreement that are qualified by reference to a Holding Material Adverse Effect Section 6.1 shall be true and correct when in all material respects (except for representations qualified by materiality or Material Adverse Effect which shall be correct in all respects) as of the Effective Time, with the same force and effect as if made and at on and as of the Effective Time, as if made at and as of such time, and (B) all other except for representations and warranties made as of Holding and Acquiror a specific date, which shall have been be true and correct in all material respects when made (except for representations qualified by materiality or Material Adverse Effect which shall be correct in all respects) as of such specific date; (c) Parent and at Merger Sub shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (d) No promissory notes, debts or any Liability of Parent or Merger Sub shall be outstanding; (e) The Principal Stockholder shall have contributed 18,213,675 shares of Parent Common held by the Principal Stockholder to Parent, and the outstanding Parent Common shall have been reduced to 4,200,000 shares; (f) Parent shall deliver to the Company a properly executed notice in a form reasonably acceptable to the Company for purposes of satisfying its obligations under Section 897 and 1445 of the Code, together with written authorization for the Company to deliver such notice to the Internal Revenue Service on behalf of the Company after the Closing; (g) The Company shall have received the written resignations and waiver and release agreements reasonably satisfactory to the Company of all of the Parent’s officers and directors, which resignations shall be effective upon the expiration of the waiting period under Exchange Act Rule 14f-1, and the directors designated by the Company shall have been appointed to the Parent Board as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effectTime; (bh) each of Holding and Acquiror Parent shall have obtained or made all consentsapproved the form and substance of the information required by Rule 14f-1 promulgated under the Exchange Act, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made in connection with the change in the directors serving on the Board of Directors of Parent after the Merger. (i) would render A majority of the Company Preferred shall have elected to convert their shares of Company Preferred into Company Conversion Shares effective immediately prior to the consummation of the Merger illegal or in accordance with the Company’s Certificate of Incorporation; (iij) (assuming From the date of this Agreement to the Effective Time had occurred) would be reasonably likely to haveTime, individually there shall not have been any event or development which results in the aggregate, a Holding Material Adverse Effect upon the business of Parent or Merger Sub, nor shall there have occurred any event or development which could reasonably be likely to result in a Company Material Adverse EffectEffect upon the business of Parent or Merger Sub in the future; and (ck) Holding Parent shall have filed with the Securities and Acquiror Exchange Commission each report, registration statement and definitive proxy statement required to be filed by Parent with the SEC between August 1, 2007 and the Closing Date. (l) Parent shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency each of the Company and its Subsidiaries after giving effect holders of 2,786,325 shares of Parent Common Stock to enter into a lock-up agreement in the Merger, form as agreed by the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyparties.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are transactions contemplated hereby shall be further subject to the satisfaction fulfillment of the following further conditions, unless waived by the Company pursuant to Section 11.4 of this Agreement: (a) All representations and warranties of the Buyer contained in this Agreement shall be true and correct as of the Closing Date as though made as of such date (i) each except for representations and warranties that are made as of Holding and Acquiror a specific date). The Buyer shall have performed and complied with all covenants and agreements contained in all material respects all of its obligations hereunder this Agreement required to be performed and complied with by it at or prior to the Effective TimeClosing. (b) All documents and agreements required to have been executed and delivered by the Buyer to the Company 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. (iic) The Company shall have received from The Orr Group, a letter, dated not morx xhan three Business Days prior to the Proxy Statement, stating that the Merger Consideration is fair, from a financial point of view, to the holders of the Company's Shares. (Ad) the representations and warranties The Company shall have received an opinion of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and Nexsen Pruet Jacobs & Pollard, XXX, xxxxxxx xx xxx Buyxx, xxted as of the Effective TimeClosing Date, as if made at in form and as of such time, and substance reasonably acceptable to the Company. (Be) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as As of the Effective Time as if made at and as of such timeClosing Date, and (iii) the Company shall have received the following documents with respect to the Buyer: (i) a certificate signed true and complete copy of its articles of incorporation and all amendments thereto, certified by the Chief Executive Officer or President jurisdiction of each its incorporation as of Holding and Acquiror to the foregoing effecta recent date; (bii) each a true and complete copy of Holding and Acquiror shall its bylaws, certified by its Secretary or an Assistant Secretary; (iii) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made been amended since the date of the certificate described in subsection (i) above and that nothing has occurred since such date that would render consummation adversely affect its existence; (iv) a true and complete copy of the Merger illegal resolutions of its board of directors 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 (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectan Assistant Secretary; and (cv) Holding a certificate from its Secretary or an Assistant Secretary certifying the incumbency and Acquiror signatures of its officers who will execute documents at the Closing or who have executed this Agreement. (f) The Exchange Agent shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed certificate, dated as of the Closing Date, to the Special Committee effect that the Exchange Agent has received from the Buyer appropriate instructions and authorization for the Board Exchange Agent to issue a sufficient number of Directors shares of Buyer's Stock in form and substance reasonably satisfactory to the Special Committee as to the solvency exchange for all of the Company Shares and its Subsidiaries after giving effect to the Merger, effect that the financing arrangements contemplated Exchange Agent has received a sufficient amount of cash to pay in exchange for all of the Company Shares and has appropriate instructions and authorization to deliver the cash Merger Consideration as required by Acquiror with respect to the Merger and the other transactions contemplated herebythis Agreement.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate effect the Merger are shall be subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following conditions, any one or more of which may be waived by the Company: (iia) (A) the The representations and warranties of Holding Parent and Acquiror Merger Subsidiary contained in Article IV of this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when as of the date of the Original Merger Agreement and immediately prior to the Effective Time as if such representations and warranties had been made and at on and as of the Effective Time as if made at Time; each of Parent and as of such time, Merger Subsidiary shall have performed and (iii) complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it immediately prior to the Effective Time; and the Company shall have received a certificate signed by the Chief Executive Officer or President a duly authorized executive officer of each of Holding Parent and Acquiror Merger Subsidiary to the foregoing effect;effects set forth in this Section 6.02(a). (b) each The Shareholder Approval shall have been obtained as set forth in Section 5.02, and shall remain in full force and effect. (c) There shall not be pending any litigation or administrative proceeding brought by any governmental or other regulatory or administrative agency or commission requesting or looking toward an injunction, writ, order, judgment or decree which, in the reasonable judgment of Holding the Company, is reasonably likely, if issued, to restrain or prohibit the consummation of any of the transactions contemplated hereby or require rescission of this Agreement or any such transactions or result in material damages to the Company, its officers or directors, or the Shareholders if the transactions contemplated hereby are consummated, nor shall there be in effect any injunction, writ, judgment, preliminary restraining order or other order or decree of any nature issued by a court or governmental agency of competent jurisdiction directing that any of the transactions provided for herein not be consummated as so provided. (d) All corporate action on the part of Parent and Acquiror Merger Subsidiary necessary to authorize the execution, delivery and consummation of this Agreement or any agreement or instrument contemplated hereby to which Parent or Merger Subsidiary is or is to be a party or the transactions contemplated hereby or thereby shall have been duly and validly taken. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body (domestic or foreign) required in connection with the execution, delivery and performance of this Agreement, including approval under the HSR Act, shall have been obtained or made, except for filing of the Articles of Merger and any other documents required to be filed after the Effective Time, except where the failure to have obtained or made all consentsany such consent, approvalsauthorization, actionsorder, ordersapproval, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if filing or registration would not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, have a Holding Material Adverse Effect or a Company Material Adverse Effect; and. All consents required from third parties in order for the Company to consummate the Merger shall have been obtained except for such consents, the failure of which to obtain, would not have a Material Adverse Effect. (cf) Holding and Acquiror The Escrow Agreement shall have caused the valuation firm which has been executed and delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee by Parent and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyEscrow Agent. (g) There shall not have been a Parent Material Adverse Effect.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditionsconditions precedent on or before the Closing Date: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding DFC and Acquiror contained NIM Company set forth in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall Articles IV and V, respectively, will be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time Closing Date as if though then made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror though references to the foregoing effectClosing Date were substituted for the date of this Agreement throughout such representations and warranties; (b) DFC and NIM Company will have performed and complied in all material respects with each of Holding their respective covenants and Acquiror agreements required to be performed by them under this Agreement and the agreements and documents attached hereto as Exhibits; (c) DFC, DFRM and the Exchange Agent, acting in its capacity as attorney-in-fact for the Tendering Holders and not individually on its own behalf, shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements executed and filings contemplated delivered the Amended LLC Agreement; (d) All proceedings to be taken by Section 5.3, which if not obtained or made (i) would render DFC and NIM Company in connection with the consummation of the Merger illegal or (ii) (assuming transactions contemplated hereby and by the Effective Time had occurred) would Exhibits hereto and all certificates, opinions, instruments and other documents required to be delivered by the Company to effect the transactions contemplated hereby and thereby will be reasonably likely satisfactory in form and substance to havethe Company; (e) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and by the Exhibits hereto, individually or including, without limitation, any consents that are required in order that the aggregate, transactions contemplated hereby and thereby do not constitute a Holding Material Adverse Effect breach of or a default under or a termination or modification of any agreement to which any party hereto is a party or to which any property of any party hereto and any Subsidiary of any party hereto is subject, will have been obtained on terms reasonably satisfactory to the Company; (f) all governmental filings, authorizations and approvals that are required for the consummation of the transaction contemplated hereby, and by the Exhibits hereto, if any, will have been duly made and obtained; (g) DFC shall have executed and/or delivered to the Company Material Adverse Effectthe documents and instruments required to be executed and/or delivered by DFC pursuant to ARTICLE I; and (ch) Holding and Acquiror NIM Company shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have executed and/or delivered to the Company a letter addressed the documents and instruments required to be executed and/or delivered by NIM Company pursuant to ARTICLE I. Any condition to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency obligations of the Company and specified in this SECTION 2.2 may be waived by the Company in its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebysole discretion.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent, CRDE and Acquiror Acquisition Co. contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and in all material respects at and as of the Effective Time, Time with the same effect as if made at and as of the Effective Time (except to the extent such timerepresentations specifically relate to an earlier date, and (B) all other in which case such representations and warranties of Holding and Acquiror shall have been be true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timeearlier date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror in any event, subject to the foregoing materiality qualification) and, at the Closing, Parent, CRDE and Acquisition Co. shall have delivered to thx Xxxxxxx x certificate to that effect, executed by an officer of Parent, CRDE and Acquisition; (b) each of Holding the covenants and Acquiror shall have obtained obligations of Parent, CRDE and Acquisition Co. to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time and, at the financial institutions providing the Financing (orClosing, if no such letter has been provided theretoParent, a valuation firm reasonably acceptable to the Company) to CRDE and Acquisition Co. shall have delivered to the Company a letter addressed certificate to that effect, executed by an officer of Parent, CRDE and Acquisition Co.; (c) Parent shall have delivered all of Closing deliveries set forth in Section 2.8(c) above; (d) the Related Party Loans shall have been satisfied, distributed or forgiven in accordance with Section 2.6(d); and (e) all proceedings taken by the Parent, CRDE and Acquisition Co. and all instruments executed and delivered by Parent, CRDE and Acquisition Co. on or prior to the Special Committee and Closing in cxxxxxxxxx xxth the Board of Directors Contemplated Transactions shall be reasonably satisfactory in form and substance reasonably satisfactory to counsel for the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.Company. Exhibit 10.30

Conditions to the Obligations of the Company. The -------------------------------------------- obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further additional conditions: (a) the representations and warranties of Parent as set forth in this Agreement shall be true and correct as if made on and as of the Effective Time (iother than those representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date), except where the facts, circumstances or events that cause or constitute the failure of such representations and warranties to be true and correct (after giving effect to the disclosures made by Parent in any disclosure schedules delivered pursuant hereto, but disregarding any materiality qualifications contained within the body of such representations and warranties) each of Holding has not had and Acquiror would not be reasonably likely to have, in the aggregate, a Parent Material Adverse Effect and Parent and Holdings shall have complied with or performed in all material respects all of its obligations hereunder agreements and covenants required to be complied with or performed by it them under this Agreement at or prior to the Effective Time, Closing Date; (iib) (A) receipt by the representations and warranties Company of Holding and Acquiror contained in this Agreement an opinion of its independent certified public accountants stating that are qualified by reference to accounting for the Merger as a Holding Material Adverse Effect shall be true and correct when made and at and as pooling of interests under Opinion 16 of the Effective Time, as Accounting Principles Board and applicable SEC rules and regulations is appropriate if made at and as of such time, and the Merger is consummated in accordance with this Agreement; (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iiic) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror an opinion from Shearman & Sterling, counsel to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consentsCompany, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation dated as of the Closing Date, substantially to the effect that the Merger illegal or (iiwill constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) (assuming of the Effective Time had occurred) would Code. In rendering such opinion, counsel to the Company shall be reasonably likely entitled to haverely upon usual and customary representations of shareholders and officers of Parent, individually or in Holdings, the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectand others; and (cd) Holding Samstock, L.L.C. and Acquiror its affiliates shall have caused continue to hold the valuation firm which has delivered a solvency letter securities to be purchased by it pursuant to the financial institutions providing the Financing (orStock Purchase Agreement, if no such letter has been provided theretodated as of May 14, a valuation firm reasonably acceptable 1998, by and between Samstock, L.L.C. and Parent and to the Company) to have delivered to the Company a letter addressed to the Special Committee and the be represented on Parent's or Holdings' Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebythereby.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following further conditions: (a) (i) The Purchaser shall have delivered to the Company the RRA Amendment, which shall have been duly executed by the Purchaser; (ii) The Purchaser shall have delivered to the Company a cross-receipt executed by the Purchaser certifying that it has received from the Company the number of shares of Preferred Stock set forth opposite the Purchaser’s name on Schedule A; (iii) The Purchaser shall have delivered to the Company payment of the Funding Obligation, payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company; (iv) The Purchaser shall have delivered to the Company such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request; (v) Each of the representations and warranties contained in Article IV shall be true and correct in all material respects, except for any inaccuracies that could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement, in each case, as of Holding the date of this Agreement and Acquiror as of the Closing Date, as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (vi) The Purchaser shall have performed in all material respects all of its obligations hereunder the covenants and agreements required to be performed by it at or hereunder prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse EffectClosing; and (cvii) Holding and Acquiror The Purchaser shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency certificate, signed by a duly authorized officer of the Company Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 2.03(c)(v) and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebySection 2.03(c)(vi) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further additional conditions: (a) Each of the representations and warranties of Parent contained in this Agreement shall be true and correct as of the Effective Time, as though made on and as of the Effective Time except where the failure to be so true and correct would not have a Parent Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where the failure to be so true and correct would not have a Parent Material Adverse Effect. The Company shall have received a certificate of the President or Chief Financial Officer of Parent to such effect; (ib) each of Holding and Acquiror Parent shall have performed or complied, in all material respects respects, with all of its obligations hereunder agreements and covenants required by this Agreement to be performed or complied with by it at them on or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by of the Chief Executive Officer or President Chief Financial Officer of each of Holding and Acquiror Parent to the foregoing such effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror The Company shall have caused the valuation firm which has delivered received a solvency letter to the financial institutions providing the Financing (orwritten opinion of Davix Xxxx & Xardxxxx, if no such letter has been provided thereto, a valuation firm reasonably acceptable xxgal counsel to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors , in form and substance reasonably satisfactory to the Special Committee as Company, which shall be to the solvency effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and that Parent, ASC and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn; provided, that if counsel to the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to Parent renders such opinion to the Company, which opinion shall be in form and substance reasonably satisfactory to the Company. In rendering such opinion, legal counsel shall be entitled to rely upon, among other things, reasonable and customary assumptions as well as representations of Parent, the Company and others. In addition, in the event that legal counsel cannot deliver tax opinions based on the Medical Manager Merger being structured as a merger of Medical Manager Corporation with and into Parent or the Merger being structured as a merger of the Company with and its Subsidiaries after giving effect to the Mergerinto ASC, the financing arrangements contemplated by Acquiror with respect parties shall use their best efforts to the Merger and the other transactions contemplated herebyrestructure either or both of such mergers in a manner upon which legal counsel is able to deliver tax opinions.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are transactions contemplated by this Agreement is subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (iia) (A) the The representations and warranties of Holding and Acquiror IOI contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror herein shall have been true and correct in all material respects when made and at and as (for the purposes of this Section 7.3(a), without regard to any materiality or Material Adverse Effect qualifier contained therein), except where the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror failure to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to havetrue, individually or in the aggregate, has not had or is not reasonably expected to have a Holding Material Adverse Effect on IOI, in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date). (b) IOI shall have performed or a Company Material Adverse Effect; andcomplied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Holding and Acquiror IOI shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to certificate, dated the Special Committee and date of the Board Closing, signed by an officer of Directors in form and substance reasonably satisfactory to the Special Committee IOI (but without personal liability thereto), certifying as to the solvency fulfillment of the conditions specified in Sections 7.3(a) and 7.3(b). (d) The Company shall have received an opinion of Lockx Xxxdell & Sapp XXX, dated the Effective Time, based on conventional representations of IOI and its Subsidiaries after giving effect the Company, to the Mergereffect that the Merger will be treated for federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code. (e) The sum of IOI cash, plus notes receivable due to IOI from the financing arrangements contemplated Company, plus Reimbursable Transaction Expenses, plus the Westbank ASC Cash Proceeds, plus the proceeds of any investments made by Acquiror with respect individuals or entities introduced to the Merger Company by Oak Hill Capital, Chartwell Capital and/or their affiliates (specifically excluding introductions made solely by Chartwell Capital) must be greater than $2.5 million immediately prior to the Closing; provided, however, that this Section 7.3(e) shall be inapplicable if the Company has previously borrowed more than $1.0 million under that certain Promissory Note, dated of even date herewith, between IOI and the other transactions contemplated herebyCompany (the "LINE OF CREDIT"). (f) Except as set forth on Schedule 7.3(f), all directors of IOI and all holders of IOI Securities having 5% or greater of IOI's voting power on a pre-Merger basis shall have executed an agreement not to sell any of IOI's securities for the Lock-Up Period. (g) The IOI Common Stock to be issued in connection with the Merger shall have been approved for listing on the AMEX. (h) The Series B Warrants outstanding as of the date hereof will be amended to conform in all material respects with the form of Series B Warrant attached hereto as Exhibit H

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction or waiver by the Company of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Buyer and Acquiror Acquisition Sub contained in this Agreement that is qualified as to materiality or by a “Buyer Material Adverse Effect” shall be true and correct, and each of the representations and warranties of Buyer contained in this Agreement that are not so qualified by reference to a Holding Material Adverse Effect shall be true and correct when made except for such failures to be true and at and correct as would not reasonably be expected to have, in the aggregate, a Buyer Material Adverse Effect, in each case as of the Effective Time, as if made at and as date of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at this Agreement and as of the Effective Time with the same effect as if though made at on and as of such time, and the Closing (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror except to the foregoing effectextent expressly made as of an earlier date, in which case as of such date); (b) each of Holding Buyer and Acquiror Acquisition Sub shall have obtained performed or made complied in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements material respects with all material agreements and filings contemplated covenants required by Section 5.3, which if not obtained this Agreement to be performed or made (i) would render consummation of complied with by them at or prior to the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andClosing; (c) Holding and Acquiror Buyer shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors certificate, in form and substance reasonably satisfactory to the Special Committee as Company, to the solvency effect that, as of the Company and its Subsidiaries Closing, after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby, Buyer and Acquisition Sub, taken as a whole, will not (i) be insolvent (either because the financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured; and (d) Buyer shall have delivered to the Company a certificate, dated as of the Closing and signed by its chief executive officer or another senior officer on behalf of Buyer, certifying to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following further additional conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Merger Sub contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, Time as if though made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at on and as of the Effective Time (except to the extent expressly made as if made at and of an earlier date, in which case as of such timedate), except where failure to be so true and correct (iii) the Company shall have received a certificate signed by the Chief Executive Officer without giving effect to any qualification as to "materiality" or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i"Parent Material Adverse Effect" set forth therein) would render consummation of the Merger illegal not have or (ii) (assuming the Effective Time had occurred) would could not reasonably be reasonably likely expected to have, individually or in the aggregate, a Holding Parent Material Adverse Effect and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to such effect; (b) Parent and Merger Sub shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except where the failure to so comply would not have or could not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect; and (c) Holding and Acquiror the Company shall have caused received the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (oropinion of Xxxxxxxx & Xxxxx, if no such letter has been provided thereto, a valuation firm reasonably acceptable special tax counsel to the Company) , dated as of the Closing Date, based upon facts, representations and assumptions set forth in or referred to have delivered in such opinion, to the Company effect that for U.S. federal income tax purposes, (i) the Merger will qualify as a letter addressed reorganization within the meaning of Section 368(a) of the Code and (ii) each transfer of property to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency Parent by a stockholder of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect pursuant to the Merger will not be subject to Section 367(a)(1) of the Code. In rendering such opinion, Xxxxxxxx & Xxxxx may require and shall be entitled to rely upon representations, rulings and opinions of Parent, the other transactions contemplated herebyCompany or others including representations substantially in the form of Exhibits E and F, respectively. The opinion set forth in clause (ii) above may assume that any stockholder who is a "five-percent transferee shareholder" within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii) will file the agreement described in Treasury Regulation Section 1.367(a)-3(c)(1)(iii)(B).

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction or waiver by the Company of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Buyer contained in this Agreement that is qualified as to materiality shall be true and Acquiror correct, and each of the representations and warranties of Buyer contained in this Agreement that are not qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at respects, in each case as of the date of this Agreement and as of the Effective Time with the same effect as if though made at on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such timedate), and (iii) the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer chief executive officer or President chief financial officer of each of Holding and Acquiror Buyer to the foregoing such effect; (b) each of Holding Buyer and Acquiror FTH shall have obtained performed or made complied in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements material respects with all material agreements and filings contemplated covenants required by Section 5.3, which if not obtained this Agreement to be performed or made (i) would render consummation of the Merger illegal complied with by it on or (ii) (assuming prior to the Effective Time had occurred) would be reasonably likely Time, and the Company shall have received a certificate signed on behalf of Buyer by the chief executive officer or chief financial officer of Buyer to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectsuch effect; and (c) Holding and Acquiror in the case of the Forward Merger, the Company shall have caused received (i) the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (oropinion of Kaye, if no such letter has been provided theretoXxholer, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors Fierman, Hays & Xandler, LLP, in form and substance reasonably satisfactory to the Special Committee Company, dated as of the Closing Date, on the basis of facts, representations and assumptions set forth in such opinion, the IRS Ruling, and certificates obtained from officers of Buyer, Acquisition Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the solvency effect that (A) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, (B) for U.S. federal income tax purposes, no income, gain or loss will be recognized by Buyer, Acquisition Sub and the Company and its Subsidiaries after giving effect to as a result of the Merger, and (C) for U.S. federal income tax purposes, no income, gain or loss will be recognized by the financing arrangements contemplated by Acquiror with respect holders of Company Common Stock as a result of the Merger except to the extent such holders receive cash as Merger Consideration and (ii) the other transactions contemplated hereby.IRS Ruling. In rendering the opinion described in clause (i) hereof, Kaye, Xxholer, Fierman, Hays &

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or before the Effective Time of the following further conditions, any one or more of which (except for the conditions set forth in Section 5.02(b) and (e)) may be waived by the Company: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the The representations and warranties of Holding Buyer and Acquiror Buyer Subsidiary contained in Section 3.02 of this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the date of this Agreement and immediately before the Effective Time as if made at Time; each of Buyer and as of such time, Buyer Subsidiary shall have performed and (iii) complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it immediately before the Effective Time; and the Company shall have received a certificate signed by the Chief Executive Officer or President an executive officer of each of Holding Buyer and Acquiror Buyer Subsidiary to the foregoing effect;effects set forth in this Section 5.02(a). (b) each This Agreement and the related Plan of Holding and Acquiror Merger shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation been approved at the meeting of the Merger illegal or (ii) (assuming shareholders of the Effective Time had occurred) would be reasonably likely Company referred to have, individually or in Section 4.02 by the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andvote required by the Colorado Act and the Company's Articles of Incorporation. (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orThe opinion of Tri-Artisan, if no such letter has been provided theretoLLC, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect on the date hereof, that the Merger Consideration is fair, from a financial point of view, to the Mergershareholders of the Company, the financing arrangements contemplated by Acquiror with respect shall not have been thereafter withdrawn or modified in a manner unsatisfactory to the Merger and Board of Directors of the Company. (d) There shall not be pending any litigation or administrative proceeding brought by any governmental or other regulatory or administrative agency or commission requesting or looking toward an injunction, writ, order judgment or decree that, in the reasonable judgment of the Company, is reasonably likely, if issued, to restrain or prohibit the consummation of any of the transactions contemplated herebyhereby or require rescission of this Agreement or any such transactions or result in material damages to the officers, directors and shareholders of the Company if the transactions contemplated hereby are consummated, nor shall there be in effect any injunction, writ, judgment, preliminary restraining order or other order or decree of any nature issued by a court or governmental agency of competent jurisdiction directing that any of the transactions provided for herein not be consummated as so provided. (e) All applicable waiting periods (and any extension thereof) under the HSR Act shall have expired or otherwise been terminated.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction of the following further conditionsconditions on or before the Closing Date: (a) (i) each Each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained set forth in this Agreement that are qualified by reference to a Holding Material Adverse Effect Article VI shall be true and correct when made and in all respects, at and as of the Effective Time, as if made at date of this Agreement and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such time, and (B) all other representations and warranties (except that those representations and warranties that are made as of Holding and Acquiror shall have been a specific date need only be true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such timedate), except where the failure of any such representations and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding warranties to be true and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if correct has not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to havehad, individually or in the aggregate, a Holding Material Adverse Effect on the ability of Parent or a Company Material Adverse Effect; andthe Merger Subsidiary to consummate the transactions contemplated hereby; (b) Parent and the Merger Subsidiary shall have each performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) Holding and Acquiror No waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing been required; (ord) No Proceeding before any Governmental Agency shall be pending which, if no successful for the Governmental Agency, would result in an Order that would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, or cause such letter has been provided theretotransactions to be rescinded; (e) Parent shall have delivered to Company an opinion of the Law Office of Xxxx X. Agron, dated the Closing Date, in a valuation firm form reasonably acceptable to Company counsel legal counsel and dated the Closing Date, substantially to the effect that: (i) The incorporation, existence, good standing and capitalization of Parent are as stated in this Agreement and, assuming the effectiveness of the Merger and tender of the Company Stock by the holders thereof, the shares of Parent Common Stock to be issued to and received by the Company Stockholders pursuant to this Agreement will be duly and validly authorized and issued, fully paid and non-assessable; all outstanding shares of Parent Common Stock are duly and validly authorized and issued, fully paid and non-assessable and have not been issued in violation of any preemptive right of shareholders; and, to the knowledge of such counsel, there is no existing option, warrant, right, call, subscription or other agreement or commitment obligating Parent to issue or sell, or to purchase or redeem any shares of its capital stock other than as stated in this Agreement. (ii) Parent has full corporate power and authority to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Parent, and (assuming the due and valid authorization, execution and delivery by the Company) constitutes the legal, valid and binding agreement of Parent. (iii) To the knowledge of such counsel, there are no actions, suits or proceedings, pending or threatened against Parent by any Governmental Authority which seek to restrain, prohibit or invalidate the transaction contemplated by this Agreement. (iv) The execution and performance by Parent of this Agreement will not violate the Articles of Incorporation, as amended, or Bylaws of Parent. (v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or Governmental Authority which has not been obtained is required on behalf of Parent for consummation of the transactions contemplated by this Agreement. (vi) The issuance of the Parent Shares by Parent is exempt from Section 5’s registration provisions of the 1933 Act. In rendering its opinion, counsel may rely as to factual matters on certificates of public officials and officers or employees of Parent, provided that copies of such opinions and certificates shall be delivered with such opinion, and provided further that in the case of any such reliance, counsel shall state that it believes that it is justified in relying on such opinions and certificates for such matters. (f) On or prior to the Closing Date, Parent shall have delivered to the Company a letter addressed each of the following: (i) certificate from the Chief Executive Officer of Parent, dated as of the Closing Date, stating that the applicable preconditions specified in Section 3.1(a) and (b) hereof have been satisfied, and certifying such other matters reasonably requested by the Company; (ii) certified copies of the resolutions duly adopted by the board of directors and shareholders of Parent and the Merger Subsidiary authorizing the execution, delivery and performance of this Agreement and the consummation of all transactions contemplated hereby; and (iii) copies of any consents, approvals, releases from and filings with, Governmental Agencies required in order to effect the transactions contemplated by this Agreement which Parent is responsible to obtain pursuant to the Special Committee terms of this Agreement; (g) Any and all debt owed to any related or third party by Parent shall have been paid and discharged, or debt forgiveness agreements shall have been obtained from such parties such that Parent shall have no debt or liabilities of any kind as of the Effective Time; (h) As contemplated by Article II of this Agreement, the members of Parent’s and any Subsidiary of Parent’s current Boards of Directors and each person serving as an officer of Parent or of any Subsidiary of Parent shall resign his or her respective positions by tendering written resignations and current members of the Company’s Board will have been appointed to serve as members of the Board of Directors of Parent and of all Subsidiaries of Parent; (i) Dissenters’ rights of appraisal shall not have been exercised by stockholders owning four percent of the outstanding shares of Parent, if such rights are applicable under the CBCA. (j) The assumption of the Company Equity Incentive Plan as contemplated by Section 2.8 shall have occurred. (k) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to Parent or Merger Subsidiary, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have a Material Adverse Effect on Parent or Merger Subsidiary. (l) All certificates, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by the Company shall be reasonably satisfactory in form and substance reasonably satisfactory to the Special Committee as to Company; and (m) The Company shall have obtained the solvency requisite approval of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror shareholders with respect to the Merger execution, delivery and performance of this Agreement and the other consummation of all transactions contemplated hereby. Any condition specified in this Section 3.1 except (m) may be waived by the Company; provided, however, that no such waiver will be effective unless it is set forth in a writing executed by the Company.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further additional conditions: (a) Each of the representations and warranties of Parent contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except where the failure to be so true and correct would not have a Parent Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where the failure to be so true and correct would not have a Parent Material Adverse Effect. The Company shall have received a certificate of the President or Chief Financial Officer of Parent to such effect; (ib) each of Holding and Acquiror Parent shall have performed or complied, in all material respects respects, with all of its obligations hereunder agreements and covenants required by this Agreement to be performed or complied with by it at them on or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by of the Chief Executive Officer or President Chief Financial Officer of each of Holding and Acquiror Parent to the foregoing such effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror The Company shall have caused the valuation firm which has delivered received a solvency letter to the financial institutions providing the Financing (orwritten opinion of Shearman & Sterling, if no such letter has been provided thereto, a valuation firm reasonably acceptable legal counsel to the Company, in form and substance reasonably satisfactory to 50 the Company, which shall be to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and that Parent and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have delivered been withdrawn; provided that, if counsel to the Company a letter addressed does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to Parent renders such opinion to the Special Committee and the Board of Directors Company, which opinion shall be in form and substance reasonably satisfactory to the Special Committee Company. In rendering such opinion, legal counsel shall be entitled to rely upon, among other things, reasonable and customary assumptions as to well as representations of Parent, the solvency Company, and others. In addition, in the event that legal counsel cannot deliver tax opinions based on the Merger being structured as a merger of the Company with and its Subsidiaries after giving effect to into Parent or the MergerCareInsite Merger being structured as a merger of CareInsite with and into ASC, the financing arrangements contemplated by Acquiror with respect parties shall use their best efforts to the Merger and the other transactions contemplated herebyrestructure either or both of such mergers in a manner upon which legal counsel is able to deliver tax opinions.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following further additional conditions: (a) (i) each of Holding the representations and Acquiror warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the Effective Time, as though made on and as of the Effective Time except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, in each case except to the extent that the failure to be true and correct would not reasonably be expected to have a Parent Material Adverse Effect and the Company shall have received a certificate of a duly authorized officer of Parent to such effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all of its obligations hereunder agreements and covenants required by this Agreement to be performed or complied with by it at on or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President a duly authorized officer of each of Holding and Acquiror Parent to the foregoing effect; (bc) the Company shall have received the opinion of Xxxxx Xxxx & Xxxxxxxx, counsel to the Company, based upon representations of Parent, Merger Sub and the Company, and normal assumptions, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Holding Parent, Merger Sub and Acquiror the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Xxxxx Xxxx & Xxxxxxxx of representation letters from each of Parent and the Company as contemplated in Section 6.07 of this Agreement. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect as of the Effective Time; and (d) no event or events shall have obtained occurred, or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to haveoccur, which, individually or in the aggregate, have, or would have a Holding Material Adverse Effect or a Company Parent Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.

Conditions to the Obligations of the Company. The -------------------------------------------- obligations of the -------------------------------------------- Company to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or before the Effective Time of the following further conditions, any one or more of which may be waived by the Company, in its sole discretion: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding and Acquiror Newco contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and (i) as of the date of this Agreement and (ii) except for changes specifically contemplated by the provisions of this Agreement (other than Section 5.6(c)), immediately before the Effective Time with the same effect as if such representations and warranties had been made at immediately before the Effective Time (except for representations and warranties made as to specified dates, which shall be true and correct as of such time, dates); Newco shall have performed and (iii) complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it at or immediately before the Effective Time; and the Company shall have received a certificate signed by the Chief Executive Officer or President an executive officer of each of Holding and Acquiror Newco to the foregoing effect;effects set forth in this Section 6.3(a). (b) each of Holding and Acquiror Newco or the Surviving Corporation shall have obtained received $40 million in equity financing, composed of either cash equity financing and/or the exchange or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements cancellation of shares of Company Common Stock or options to purchase Company Common Stock from the Rollover Group (including pursuant to the second sentence of Section 1.6(a)); and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation Newco or the Surviving Corporation shall have received the proceeds of the Merger illegal debt financing contemplated by the Financing Commitments on the terms and conditions set forth in the Financing Commitments or (ii) (assuming Newco or the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror Surviving Corporation shall have caused received the valuation firm which has delivered a solvency letter proceeds of debt financing sufficient to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable permit Newco to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to consummate the Merger and on other terms not materially less advantageous to Newco as a whole or (iii) Newco or the Surviving Corporation shall have received the proceeds of debt financing sufficient to permit Newco to consummate the Merger on other transactions contemplated herebyterms so long as the incurrence of such debt by Newco will not render the Surviving Corporation insolvent.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding FSI, Newco and Acquiror contained Merger Sub set forth in this Agreement that are is qualified by reference as to a Holding Material Adverse Effect materiality shall be true and correct when made and at on and as of the Effective Time, Closing Date as if made at on and as of such timedate (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), and (B) all other each of the representations and warranties of Holding FSI, Newco and Acquiror Merger Sub that is not so qualified shall have been be true and correct in all material respects when made and at on and as of the Effective Time Closing Date as if made at on and as of such timedate (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), and (iii) the Company shall have received a certificate signed by of the Chief Executive Officer or President chief financial officer of each of Holding and Acquiror FSI to the foregoing such effect; (b) each of Holding FSI, Newco and Acquiror Merger Sub shall have obtained performed or made complied in all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements material respects with all agreements and filings contemplated covenants required by Section 5.3, which if not obtained this Agreement to be performed or made complied with by it on or prior to the Effective Time and the Company shall have received a certificate of the chief financial officer of FSI to that effect; (c) the number of shares of Newco Common Stock outstanding immediately prior to the Effective Time shall equal the (i) would render consummation product of (A) the Merger illegal or Company Common Stock Amount multiplied by (B) the Ownership Ratio less (ii) (assuming the Effective Time had occurred) number of shares of Company Common Stock that would be reasonably likely to have, individually or have been issued in the aggregateExchanges in respect of securities held by Memorandum Recipients (without regard to whether Memorandum Recipients became signatories to the Restructuring Agreement) that could have been, a Holding Material Adverse Effect or a Company Material Adverse Effectbut were not, exchanged in the Exchanges; and (cd) Holding and Acquiror the Company shall have caused received the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (oropinion of Skadden, if no such letter has been provided theretoArps, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors Slate, Xxxxxxx & Xxxx LLP, in form and substance reasonably satisfactory to the Special Committee as Company, substantially to the solvency effect that on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a tax-free transaction for federal income tax purposes and the holders of Company Common Stock will not recognize gain on the surrender of their shares of Company Common Stock solely in exchange for shares of Class A Common Stock (in rendering such opinion, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may rely exclusively without an independent investigation upon representations contained in representation letters of the Company and its Subsidiaries after giving effect to Newco substantially in the Mergerform of Exhibit 7.03(c), dated on or about the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebydate of such opinion).

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate effect the Merger are transactions contemplated hereby shall be further subject to the satisfaction fulfillment at or prior to the Closing Date of the following further conditions, any one or more of which may be waived by the Company: (a) (i) each Each of Holding Guarantee and Acquiror Newco shall have performed and complied with the agreements contained in all material respects all of its obligations hereunder this Agreement required to be performed and complied with by it at or prior to the Effective TimeClosing Date, (ii) (A) and the representations and warranties of Holding Guarantee and Acquiror contained Newco set forth in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when as though made as of and at on the Closing Date. Guarantee and Newco shall have delivered to the Company a certificate of an officer of Guarantee and Newco dated as of the Effective Time as if made at and as of such timeClosing Date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) The Company shall have received an opinion from counsel to Guarantee and Newco dated the Closing Date and in form and substance to the reasonable satisfaction of the Company; (c) The Paying Agent shall have received from Guarantee the Purchase Price in accordance with Section 2.9 of this Agreement; (d) The Company shall have received from each of Holding Guarantee and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made Newco (i) would render consummation a copy of its Board of Directors' actions approving and authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the approval of this Agreement and the Merger illegal by Guarantee as the sole stockholder of Newco), certified by the Secretary of Guarantee and Newco as true, correct and complete and that such actions have not been amended or rescinded on or prior to the Closing Date and (ii) a certificate of the Secretary of Guarantee and Newco as to the incumbency and signature of the directors and officers of Guarantee and Newco executing this Agreement; (assuming e) The Company shall have received from the Effective Time had occurred) would be reasonably likely Secretary of Newco a certificate as to havethe number of shares of Newco's outstanding common stock and the number which voted in favor of adopting this Agreement and approving the Merger, individually or in the aggregate, and a Holding Material Adverse Effect or a Company Material Adverse Effectcopy of such certificate has been appended to this Agreement; and (cf) Holding and Acquiror The Company shall have caused the valuation firm which has received all other documents, instruments and writings required to be delivered a solvency letter by Guarantee and Newco at or prior to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable Closing Date pursuant to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors this Agreement or otherwise required in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyconnection herewith.

Conditions to the Obligations of the Company. The obligations -------------------------------------------- obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each the aggregate effect of Holding and Acquiror shall have performed any inaccuracies in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and or in any other document delivered pursuant hereto has not had at and as of the Effective Time, and is not reasonably likely to have, a Material Adverse Effect on Parent and its subsidiaries taken as if made a whole, and, at the Closing, Parent and as of such time, and (B) all other representations and warranties of Holding and Acquiror Acquisition shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, and (iii) delivered to the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing that effect; (b) each of Holding the obligations of Parent and Acquiror shall have obtained Acquisition to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time and at the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to Closing Parent and Acquisition shall have delivered to the Company a letter certificate to that effect; (c) the shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have been authorized for listing on the NYSE upon official notice of issuance; (d) the opinions of (i) Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx and Xxxxxxxxx, LLP, counsel to the Company, addressed to the Special Committee Company and the Board of Directors in form and substance reasonably satisfactory its stockholders to the Special Committee effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and (ii) Xxxxxx Xxxxxx, Esq., special counsel to Parent and Acquisition, to the solvency effect that the Parent Common Stock has been duly authorized and validly issued and is fully paid and non-assessable, shall have been delivered, and such opinions shall not have been withdrawn or modified in any material respect; (e) Parent shall have granted to certain employees of the Surviving Corporation identified by the Chief Executive Officer of the Company and its Subsidiaries after giving effect to agreed upon by Parent the MergerParent Stock Options as contemplated by, the financing arrangements contemplated by Acquiror and in accordance with, Section 4.16; and (f) there shall have been no events, changes or effects with respect to Parent or Acquisition or any of their respective subsidiaries having or which could reasonably be expected to have a Material Adverse Effect on Parent and, at the Merger and Closing, Parent shall have delivered to the other transactions contemplated herebyCompany a certificate to that effect.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction at or prior to the Effective Time of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Parent and Acquiror contained Merger Sub set forth in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made and at (without regard to any materiality qualifications or references to Material Adverse Effect contained therein), as of the date of this Agreement and as of the Effective Time, Closing Date as if though made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at on and as of the Effective Time as if made at Closing Date, except to the extent such representations and warranties (i) expressly relate to an earlier date (in which case, as of such timedate) or (ii) may not be true or accurate by reason of actions taken by Parent or Merger Sub as permitted by Section 5.2 hereof; provided, however, that this paragraph (a) shall be deemed satisfied so long as the failure of all such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent and its subsidiaries, taken as a whole, and (iii) the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or President a senior executive officer of each of Holding and Acquiror Parent to the foregoing such effect; (b) each of Holding the obligations of Parent and Acquiror shall have obtained Merger Sub to be performed at or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming before the Effective Time had occurred) would be reasonably likely pursuant to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror terms of this Agreement shall have caused been duly performed in all material respects at or before the valuation firm which has delivered a solvency letter to Effective Time and, at the financial institutions providing the Financing (orClosing, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to Parent and Merger Sub shall have delivered to the Company a letter addressed certificate executed by a senior officer of Parent to that effect; (c) Parent shall have executed and delivered to David Saperstein a registration rights agreement in the Special Committee and form of Exhixxx X xxxxxx (xxe "Registration Rights Agreement"); (d) the Board Certificate of Directors in form and substance reasonably satisfactory to the Special Committee as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror Designations with respect to the Merger Parent Series A Preferred Stock shall have been filed with the Secretary of State of the State of Delaware; (e) the Company shall have received an opinion of Paul, Hastings, Janofsky & Walker LLP, dated the Closing Date, to the effect that thx Xxxxxx wixx xx treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Paul, Hastings, Janofsky & Walker LLP shall have received and may rely upon the other transactions contemplated herebyreprxxxxxxxxons xxxxxined in the certificates referred to in Section 5.14; (f) there shall not have been a material breach of the Parent Stockholder Voting Agreement by the Parent Stockholder; and (g) each of the agreements referenced in Section 4.27 shall be in full force and effect, and there shall exist no claims that would give rise to a right of termination by either of the parties thereto.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction of the following further conditions:; (a) (i) each of Holding Eastwind and Acquiror Merger Subsidiary shall have performed in all material respects all of its their respective covenants and obligations hereunder required to be performed by it them at or prior to the Effective Time, (ii) (A) ; the representations and warranties of Holding Eastwind and Acquiror Merger Subsidiary contained in this Agreement that are qualified and any certificate or other writing delivered by reference to a Holding Material Adverse Effect Eastwind or Merger Subsidiary pursuant hereto shall be true and correct when made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at and as of the Effective Time as if made at and as of such time, ; the Board of Directors of Eastwind and (iii) of the Merger Subsidiary shall have approved the Merger as evidenced by Eastwind's execution of this Agreement; and the Company shall have received a certificate in a form satisfactory to Company signed by the Chief Executive Officer or President an executive officer of each of Holding Eastwind and Acquiror Merger Subsidiary to the foregoing effect; (b) each of Holding and Acquiror the Company shall have obtained received all documents it may reasonably request relating to the existence of Eastwind or made Merger Subsidiary and the authority of Eastwind or Merger Subsidiary to enter into this Agreement, all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements in form and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of substance satisfactory to the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; andCompany; (c) Holding and Acquiror no material adverse change in the business, prospects or financial condition of Eastwind or Merger Subsidiary shall have caused occurred since the valuation firm which has delivered a solvency letter date hereof and neither Eastwind nor Merger Subsidiary shall have become the subject of any bankruptcy or similar insolvency proceeding; (d) Eastwind shall be in full compliance with its obligations to file and make reports to the financial institutions providing SEC under the Financing 1934 Act, and Eastwind Common Stock shall be listed and quoted on the NASDAQ- Small Capital Market, and the Company shall have received a certificate to such effect from an executive officer of Eastwind. (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Companye) to Eastwind shall have delivered to Company all documents and other papers related to actions and legal proceedings that are required to be delivered hereunder. No judgment, order or decree shall have been rendered by any Governmental Authority which has the effect of enjoining the consummation of the transactions contemplated by this Agreement. (f) Merger Subsidiary shall have obtained releases from third-party lenders and/or assignees of the equipment leases listed on Schedule 3.01(f) or (g) in favor of Stockholder and his wife (the "Worralls" and the "Third-Party Releases") releasing them from all liability or claims from such third-party lenders. (g) Stockholder shall have received the Non-Compete Agreement in the form of Exhibit 7.02(k), properly executed by Eastwind and the Surviving Corporation, and shall have received the lump sum cash payment of $500,000 thereunder in immediately available funds from Eastwind and/or Surviving Corporation. (h) Eastwind and Merger Subsidiary shall have delivered the Eastwind Closing Shares, the Eastwind Preferred Shares, and the cash payment of $450,000 which together comprise the Merger Consideration. (i) The Company a letter shall have received an opinion of Xxxxx Xxxxxx Xxxxxxxxxxx & Xxxxx, counsel to Eastwind and Merger Subsidiary, addressed to the Special Committee Company and the Board of Directors in form and substance reasonably satisfactory to the Special Committee dated as to the solvency of the Company and its Subsidiaries after giving effect to Effective Time, substantially in the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyform set forth as Exhibit 7.03(m) attached hereto.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are transactions contemplated hereby shall be further subject to the satisfaction fulfillment of the following further conditions, unless waived by such parties pursuant to Section 10.4 of this Agreement: (a) All representations and warranties of the Buyer contained in this Agreement and the Buyer's Disclosure Schedule shall be true and correct in all Material respects as of the Closing Date as though made as of such date (i) each except for representations and warranties that are made as of Holding and Acquiror a specific date). The Buyer shall have performed and complied in all material Material respects with all of its obligations hereunder covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Effective Time, Closing. (iib) (A) All documents required to have been executed and delivered by the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference Buyer to a Holding Material Adverse Effect shall be true and correct when made and the Company at and as of or prior to the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror Closing shall have been true so executed and correct in all material respects when made delivered, whether or not such documents have been or will be executed and at and as of delivered by the Effective Time as if made at and as of such time, and other parties contemplated thereby. (iiic) the The Company shall have received from Orr Group, a certificate signed by bringdown of the Chief Executive Officer or President opinion of each of Holding and Acquiror Orr Group dated June 29, 2000, to the foregoing effect; effect that as of a date within xxve (b5) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation business days prior to the mailing of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable Joint Proxy Statement to the Company's shareholders in connection with the Merger, the Merger Consideration is fair, from a financial point of view, to the holders of Company Shares. (d) The Company shall have received an opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., counsel to have delivered the Buyer, dated as of the Clxxxxx Xxte, xxxxxxxbly satisfactory to the Company a letter addressed in form and substance, concerning matters relating to the Special Committee Buyer. (e) The Company shall have received an opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., counsel to the Buyer, dated as of the Clxxxxx 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 Board of Directors 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 Special Committee as to the solvency date of such opinion and shall not have been withdrawn or modified in any material respect. (f) As of the Company and its Subsidiaries after giving effect to the MergerClosing Date, the financing arrangements contemplated by Acquiror Company shall have received the following documents with respect to the Merger Buyer and Buyer Bank: (i) a true and complete copy of its articles of incorporation and all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (ii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iii) a certificate from its Secretary or an Assistant Secretary certifying that (A) 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 (B) the Buyer has complied with the conditions set forth in this Section 8.2 as may be reasonably required by the Company, including without limitation a Certificate as to the matters set forth in Section 8.2(a); -------------- (iv) 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; (v) a true and complete copy of the resolutions of the Buyer's 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 other transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; (vi) 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; (vii) a certificate of The Federal Reserve Bank with respect to the Buyer; and (viii) such other certificates and documents of officers of the Buyer, Buyer Bank and public officials as shall be reasonably requested by the Company to establish the existence of the Buyer, Buyer Bank and their Subsidiaries, the insurance of Buyer Bank's accounts by the FDIC and the due authorization of this Agreement and the transactions contemplated by this Agreement by the Buyer. (g) The Exchange Agent shall have delivered to the Company a certificate, dated as of the Closing Date, to the effect that the Exchange Agent has received from the Buyer appropriate instructions and authorization for the Exchange Agent to issue a sufficient number of shares of the Buyer Stock in exchange for all of the Company Shares and to the effect that the Exchange Agent has received the Total Cash Merger Consideration from the Buyer and appropriate instructions and authorization to deliver the Total Cash Merger Consideration as required by this Agreement. (h) Buyer Bank shall have afforded A. Christine Baker the opportunity to enter into the Baker Employment Agxxxxxxx; Xxxxx Bank shall have afforded Fairfax C. Xxxxolds the opportunity to enter into the Reynolds Employment Agrxxxxxx; xxx Buyer Bank shall have afforded Jamxx X. XxGill the opportunity to enter into the McGill Consulting Axxxxxxxx. (i) The Buyer shall have executed and delivered to the Foundation the Foundation Agreement. (j) There shall have been no Material Adverse Effect with respect to the Buyer, the Buyer Bank or any other Subsidiary of the Buyer.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate the Merger are subject to the satisfaction or waiver by the Company of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Holding Buyer and Acquiror Acquisition Sub contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be true and correct when made in all respects (without giving effect to any limitation on any representation and at and warranty indicated by a materiality qualification, including the words “Buyer Material Adverse Effect,” “material,” “in all material respects” or like words) as of the Effective Time, as if made at and as date of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at this Agreement and as of the Effective Time with the same effect as if though made at on and as of such time, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred(except for representations and warranties made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation on any representation and warranty indicated by a materiality qualification, including the words “Buyer Material Adverse Effect,” “material,” “in all material respects” or like words) would be reasonably likely to havenot, individually or in the aggregate, have a Holding Material Adverse Effect or a Company Buyer Material Adverse Effect; and; (b) Buyer and Acquisition Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time; (c) Holding and Acquiror Buyer shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board of Directors solvency certificate substantially similar in form and substance reasonably satisfactory as the solvency certificate to be delivered to the Special Committee as lenders pursuant to the solvency of Debt Commitment Letters or any agreements entered into in connection with the Debt Financing; and (d) Buyer shall have delivered to the Company a certificate, dated the Effective Time and signed by its Subsidiaries after giving effect chief executive officer or another senior officer on behalf of Buyer, certifying to the Merger, effect that the financing arrangements contemplated by Acquiror with respect to the Merger conditions set forth in Section 7.3(a) and the other transactions contemplated herebySection 7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction of the following further conditions: (a) (i) each of Holding and Acquiror shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, Time of the following conditions: (ii) (Aa) the representations and warranties of Holding AGT and Acquiror Acquisition contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect or in any other document delivered pursuant hereto shall be true and correct when in all material respects at and as of the Effective Time with the same effect as if made and at and as of the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true and correct in all material respects when made and at the Closing AGT and as of the Effective Time as if made at and as of such time, and (iii) the Company Acquisition shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to have, individually or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter certificate to that effect; (b) each of the obligations of AGT and Acquisition 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 A-32 37 the Effective Time and at the Closing AGT and Acquisition shall have delivered to the Company a certificate to that effect; (c) the opinion of O'Suxxxxxx Xxxev & Karabell, LLP, dated the Closing Date and addressed to the Special Committee Company substantially to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) each of AGT, Acquisition and the Board of Directors in form and substance reasonably satisfactory Company will be a party to the Special Committee reorganization within the meaning of Section 368(b) of the Code; and (iii) no gain or loss will be recognized by the Company as to a result of the solvency Merger or by a stockholder of the Company and its Subsidiaries after giving effect as a result of the Merger with respect to the Merger, the financing arrangements contemplated by Acquiror Shares converted into shares of AGT Common Stock (other than with respect to the Merger Per Share Cash Amount and cash received in lieu of fractional shares of AGT Common Stock), shall have been delivered and such opinion shall not have been withdrawn or modified in any material respect. In rendering such opinion, O'Suxxxxxx Xxxev & Karabell, LLP shall have received and may rely upon the representations contained in the certificates referred to in Section 5.12; and (d) other transactions contemplated herebythan a change in the price of AGT Common Stock, there shall have been no events, changes or effects with respect to AGT or its subsidiaries which would have a Material Adverse Effect on AGT.