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 -------------------------------------------- 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 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 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 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 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 -------------------------------------------- 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 the representations and Acquiror warranties qualified by "Material Adverse Effect on Parent" shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and (ii) each of the representations and warranties of Parent and Acquisition set forth in this Agreement and not qualified by "Material Adverse Effect on Parent", disregarding all qualifications and exceptions contained therein relating to materiality, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Parent, 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 one executive officer of Acquisition; (b) the covenants and 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 all of its obligations hereunder required to be performed by it at or prior to 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 (ii2) executive officers of Parent and one executive officer of Acquisition; (Ac) the representations and warranties shares of Holding and Acquiror contained in Parent Common Stock issuable to the Company's stockholders pursuant to this Agreement that are qualified by reference and such other shares required to a Holding Material Adverse Effect shall be true and correct when made and at and as of reserved for issuance in connection with the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror Merger shall have been true and correct in all material respects when made and at and as approved for quotation on the Nasdaq National Market, upon official notice of the Effective Time as if made at and as of such time, and issuance; (iiid) the Company shall have received a certificate signed by written opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Chief Executive Officer or President Company, to the effect that (i) 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 the Company will be a party to the foregoing effectreorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn; provided, however, that if Xxxxxx, Xxxx & Xxxxxxxx LLP, fails to deliver such opinion, then Holland & Knight 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 deems appropriate and on typical assumptions. Parent, Acquisition, and the Company agree to provide to such counsel such representations as such counsel reasonably requests in connection with rendering such opinions; (be) subject to each of Holding and Acquiror the disclosures in the Parent Disclosure Schedule, there 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 been no 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 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 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 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 made and 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), provided that the representations of Parent and (iii) Acquisition which are not qualified by materiality or Material Adverse Effect shall be deemed for all purposes of this Agreement to be true and correct if, in the aggregate the breaches of all such representations, if any, do not have a Material Adverse Effect on Parent or Acquisition or the validity of the Merger, and, at the Closing, Parent and Acquisition shall have 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 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; (c) 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, registrations, declarations, announcements except those for which failure to obtain such consents and filings contemplated by Section 5.3, which if not obtained or made (i) approvals 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, have a Holding Material Adverse Effect on Parent or a Company Material Adverse EffectAcquisition or the validity of the Merger; and (cd) 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 the Company shall have received the opinion of legal counsel to Parent as to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated hereby.matters set forth in Exhibit A.

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 fulfill its obligations under this Agreement, including without limitation the Merger are obligations set forth in Section 2.1 hereof, shall be subject to the satisfaction or waiver prior to the Closing of the following further conditions, provided that the condition set forth at paragraph (e) below may not be waived without the prior written consent of the Purchasers: (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 the Purchasers 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 as of the date of this Agreement and as of the Effective Time Closing Date as if made at and as of such timeon the Closing Date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President each Purchaser who is an individual and by a duly authorized officer of each of Holding and Acquiror other Purchaser to the foregoing effect;. (b) each of Holding and Acquiror Each Purchaser 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 $500,000 per Unit (subject to pro rata adjustment in the case of any Fractional Unit) for each of the Units to be issued and sold by the Company and purchased by the Purchaser pursuant to this Agreement, as set forth on Exhibit A hereto, such amount to be payable (i) by wire transfer of immediately available funds to an account with a letter addressed bank designated by the Company, by notice to each of the Purchasers to be provided no later than two Business Days prior to the Special Committee Closing Date, or (ii) a federal (same day) funds check payable to the order of the Company. (c) No party to this Agreement (other than the Company) shall be in material breach of this Agreement unless such breach shall have been waived in writing by each of the other parties to this Agreement. (d) The Company shall have received such other certificates, opinions, documents and instruments related to the Board transactions contemplated hereby as may have been reasonably required by the Company and are customary for transactions of Directors this type, and all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement, shall be reasonably satisfactory in form and substance to the Company and its counsel. (e) The Company shall have received, in form and substance reasonably satisfactory to the Special Committee as Company, an opinion, addressed to it and dated the solvency Closing Date of Mayer, Brown & Platt, counsel for the Company and the Baxx, xo xxx xffexx xxat there is "substantial authority" within the meaning of Treasury Regulation 1.6662-4(d) to support the conclusion that consummation of the transactions contemplated by Section 2.1 hereof will not result in a change of ownership of the Company and its Subsidiaries after giving effect to for purposes of Section 382 of the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyCode.

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 the representations and Acquiror warranties qualified by “Material Adverse Effect on Parent” shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and (ii) each of the representations and warranties of Parent and Acquisition set forth in this Agreement and not qualified by “Material Adverse Effect on Parent”, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Parent, 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) the covenants and 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 all of its obligations hereunder required to be performed by it at or prior to 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 (ii2) executive officers of Parent and Acquisition; (Ac) the representations and warranties shares of Holding and Acquiror contained in Parent Common Stock issuable to the Company’s stockholders pursuant to this Agreement that are qualified by reference and such other shares required to a Holding Material Adverse Effect shall be true and correct when made and at and as of reserved for issuance in connection with the Effective Time, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror Merger shall have been true and correct in all material respects when made and at and as approved for quotation on the Nasdaq National Market, upon official notice of the Effective Time as if made at and as of such time, and issuance; (iiid) the Company shall have received a certificate signed by the Chief Executive Officer or President written opinion of each of Holding and Acquiror Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, 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 Code, and such opinion shall not have been withdrawn; provided, however, that if Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, fails to deliver such opinion, then Gxxxxx, Dxxx & Cxxxxxxx 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 deems appropriate and on typical assumptions. Parent, Acquisition, and the Effective Time had occurred) would be Company agree to provide to such counsel such representations as such counsel reasonably likely to have, individually or requests in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectconnection with rendering such opinions; and (ce) Holding and Acquiror subject to each of the disclosures in the Parent Disclosure Schedule, there shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (or, if been 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 on Parent.

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 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 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 6 shall be true and correct as if the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date), except where the failure of any such representations and warranties to be true and correct has not had, individually or in the aggregate, a material adverse effect on the ability of the Evolent Entities or Merger Sub to consummate the transactions contemplated hereby; (b) the Evolent Entities and Merger Sub shall have performed in all material respects all of its obligations hereunder the covenants and agreements required to be performed by it at or each of them under this Agreement prior to the Effective TimeClosing; (c) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (d) no law or order shall have been enacted or entered into after the date hereof that would prohibit the consummation of the Merger; (e) the Escrow Agreement shall have been duly executed by Purchaser and the Escrow Agent; (f) Purchaser shall have delivered to the Sellers’ Representative each of the following: (i) a certificate from an officer of each of the Evolent Entities and Merger Sub in the form set forth as Exhibit H attached hereto, dated as of the Closing Date, stating that the applicable preconditions specified in Sections 3.1(a) and (b) have been satisfied; (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 certified copies of the Effective Timeresolutions duly adopted by the board of directors (or equivalent governing bodies) of each of the Evolent Entities and Merger Sub authorizing the execution, as if made at delivery and as performance of such timethis Agreement, the other agreements contemplated hereby, and (B) the consummation of all other representations transactions contemplated hereby 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 thereby; (iii) the Company shall have received a certificate signed Registration Rights Agreement duly executed 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 EffectPurchaser; and (civ) Holding a Purchase Price Adjustment Agreement substantially in the form attached hereto as Exhibit I (the “Purchase Price Adjustment Agreement”) duly executed by Purchaser. Any condition specified in this Section 3.1 may be waived by the Sellers’ Representative on behalf of the Sellers and Acquiror shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing the Financing (orCompany; provided, if however, that no such letter has been provided thereto, a valuation firm reasonably acceptable to waiver will be effective against the Company) to have delivered to Sellers or 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 herebySellers’ Representative.

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 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 TimeClosing of each of the following conditions (it being understood that, if permitted by applicable Law, the Company may waive any one or more of the following conditions): (iia) there shall not be in effect any Restraint that disapproves of, objects to, or challenges the authority, the ability, or the propriety of any Group Company, the board of directors of the Company or the trustees of the Conserve School Trust to approve or consummate the transactions contemplated by this Agreement (Aincluding by the Attorney General of the State of Illinois or the Attorney General of the State of Wisconsin) or that makes illegal the consummation of the transactions contemplated by this Agreement; (b) Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with by Buyer and Merger Sub under this Agreement at or prior to the Closing; (c) the representations and warranties of Holding Buyer and Acquiror Merger Sub contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect Article 4 shall be true and correct when (without giving effect to any limitation or qualification contained therein relating to “materiality” or “Buyer Material Adverse Effect” or similar qualifiers) on the date hereof and as of the Closing Date as though made and at and as of the Effective TimeClosing Date (except to the extent expressly made as of an earlier date, as if made in which case only at and as of such timedate), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedule but without giving effect to any limitation or qualification as to “materiality” or “Buyer Material Adverse Effect” or similar qualifiers set forth therein) has not had, and (B) all other would not reasonably be expected to have, a Buyer Material Adverse Effect; provided, however, that the representations and warranties of Holding Buyer and Acquiror Merger Sub, as the case may be, contained in Section 4.1 (Organization), Section 4.2 (Authority), and Section 4.5 (Brokers) shall have been be true and correct in all material respects when made and at respects, in each case, on the date hereof and as of the Effective Time Closing Date as if though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only at and as of such timedate); (d) the Escrow Agent and Buyer shall have each executed and delivered signatures to the Escrow Agreement to the Stockholder Representative; (e) the applicable waiting period under the HSR Act shall have expired or been terminated; (f) no Governmental Authority with regulatory authority over any Group Company or the Conserve School Trust shall have objected to, and or disapproved of, the terms of, or the consummation of the transactions contemplated by, this Agreement; (iiig) the Company shall have received a certificate signed by obtained 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 EffectStockholder Consent; and (ch) Holding and Acquiror Buyer shall have delivered, or caused the valuation firm which has delivered a solvency letter to be delivered, to the financial institutions providing Stockholder Representative the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Companydeliverables set forth in Section 2.6(a)(ii) 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 herebySection 2.6(a)(iii).

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate consummate, or cause to be consummated, the Merger are Mergers 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 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 and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect first sentence of Section 5.12(a) shall be true and correct when made and at and in all but de minimis respects as of the Effective Timedate of this Agreement, as if made at (ii) Acquiror Fundamental Representations (other than the first sentence of Section 5.12(a)) shall be true and correct in all material respects, in each case as of the Closing Date (except with respect to such time, and (B) all other representations and warranties of Holding which speak as to an earlier date, which representations and Acquiror warranties 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 timedate), except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding the representations and warranties of Acquiror contained in this Agreement (other than Section 5.12) (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the foregoing effect; Closing Date (b) each of Holding except with respect to such representations and Acquiror shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3warranties which speak as to an earlier date, which if not obtained representations and warranties shall be true and correct at and as of such date), except for, in each case, inaccuracies or made (i) omissions that 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 material adverse effect on the Acquiror or the ability of Acquiror to enter into and perform its obligations under this Agreement; (b) Each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed in all material respects; provided, that for purposes of this Section 9.3(b), a covenant of the Company Material Adverse Effectshall only be deemed to have not been performed if the Company has materially breached such material covenant and failed to cure within thirty (30) days after written notice from the Company (or if earlier, 5 Business Days prior to the Agreement End Date); (c) (i) The amount of cash available in the Trust Account following the Acquiror Shareholders’ Meeting, after deducting the amount required to satisfy the Acquiror Share Redemption Amount and taking into account the payment of any deferred underwriting commissions being held in the Trust Account and any Unpaid Acquiror Transaction Expenses (but prior to payment of any other Transaction Expenses, as contemplated by Section 11.6), plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”), is equal to or greater than $450,000,000; and (cd) Holding All of the directors of Acquiror (other than those Persons identified as the initial directors of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Acquiror Section 7.6) shall have caused the valuation firm which has delivered a solvency letter resigned or otherwise been removed effective as of or prior 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 herebyEffective Time.

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 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 or waiver, at or prior to the Effective TimeClosing Date, of each of the following conditions: (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; (Aiii) 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) The Purchaser shall have delivered to the Company the Company Credit Agreement Amendment, which shall have been duly executed by the Company (vi) Each of the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference to a Holding Material Adverse Effect Article IV 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 timerespects, 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 haveexcept for any inaccuracies that could not, individually or in the aggregate, reasonably be expected to have a Holding Material Adverse Effect or a Company Material Adverse Effect; and material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement, in each case, as of the Closing Date, as if made as of such time (c) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter except to the financial institutions providing the Financing (orextent expressly made as of an earlier date, if no in which case as of 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.date);

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, in whole or in part, in the sole discretion of the Company (it being understood that no such waiver shall waive any rights or remedies otherwise available to the Company), of the following further conditionsconditions 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 The representations and warranties of Holding and Acquiror contained set forth in this Agreement that Article III hereof (the “Buyer Representations”) which are qualified by reference not subject to a Holding Material Adverse Effect materiality qualifications 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 Closing Date as if though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty expressly made as of a specified date shall only need to have been true on and as of such date, and the Buyer Representations which are subject to materiality qualifications shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such timerepresentations and warranties, except that any such representation or warranty expressly made as of a specified date shall only need to have been true on and as of such date (iii) it being understood that, in determining the accuracy of such representations and warranties for purposes of this Section 8.02(a), any discovery of information by the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effectbe disregarded); (b) each C&T and Merger Sub shall have performed or complied with in all material respects of Holding all the covenants and Acquiror agreements required to be performed or complied with by them under this Agreement prior to the Closing; (c) There shall not be threatened, instituted or pending any order, action or proceeding, before any Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other Transaction Documents or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) The Company shall have obtained or made all consentsapproval of the Merger and this Agreement from its Shareholders, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated as may be required by Section 5.3903 of the NYBCL and its Certificate of Incorporation and bylaws (and in this connection the Company shall have obtained a satisfactory “fairness opinion”); (e) There shall not be any action taken, or any Law enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity which if not obtained would reasonably be expected to result, directly or made indirectly, in any of the consequences referred to in Section 8.02(c); (f) On the Closing Date, C&T shall have delivered to the Company: (i) would render consummation a certificate of the appropriate officer of each of C&T and Merger illegal or Sub, dated the Closing Date, stating that the conditions precedent set forth in Sections 8.02(a) and (b) have been satisfied; (ii) a copy of the text of the resolutions adopted by the board of directors of each of C&T and Merger Sub authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of all of the transactions contemplated hereby and thereby, along with certificates, dated as of the Closing Date, executed on behalf of C&T and Merger Sub by the corporate secretary or assistant secretary of C&T and Merger Sub certifying to the Company (assuming A) that such copies are true, correct and complete copies of such resolutions, respectively, (B) that such resolutions were duly adopted and have not been amended or rescinded and (C) as to the Effective Time had occurredincumbency and authority of the officer(s) would be reasonably likely to have, individually or in of C&T and Merger Sub who executed this Agreement and the aggregate, a Holding Material Adverse Effect or a Company Material Adverse EffectTransaction Documents; and (ciii) Holding such other certificates, documents and Acquiror shall have caused instruments as the valuation firm which has delivered a solvency letter Company may reasonably request related 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. (g) At the Effective Time, C&T shall have delivered the Merger Consideration to the Paying Agent pursuant to the terms of Section 2.03(a).

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 or the Company’s waiver, 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 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 Article IV shall be true and correct when made and at and in all respects as of both the Effective Time, Date and the Closing Date with the same effect as if though made at and as of such time, and date (B) all other except those representations and warranties that address matters only as of Holding and Acquiror a specified date, which shall have been be true and correct in all material respects when made and at and as of that specified date), except where the Effective Time as if made at and as failure of such time, representations and (iii) warranties to be true and correct would not have a material adverse effect on Parent’s and Merger Sub’s ability to consummate 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;transactions contemplated hereby. (b) Parent and Merger Sub shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of Holding the Ancillary Agreements to be performed or complied with by Parent and Acquiror shall have obtained Merger Sub prior to 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 on 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 Date. (c) Holding No Governmental Order shall be in effect which restrains, hinders or prohibits or threatens to restrain, hinder or prohibit the consummation of the transactions contemplated by this Agreement; and Acquiror there shall not have caused been threatened, nor shall there be pending, any Action by a Person or before any Governmental Authority which is reasonably likely to restrain, hinder, prohibit, delay or challenge the valuation firm which has delivered a solvency letter to validity of any of the financial institutions providing the Financing transactions contemplated by this Agreement. (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Companyd) to Parent and Merger Sub shall have delivered to the Company a letter addressed evidence satisfactory to the Special Committee Company that the transfer of the Closing Shares to each Company Stockholder has been initiated as of the Closing Date, in addition to duly executed counterparts to the Ancillary Agreements and the such other documents and deliverables set forth in Section 2.12. (e) The Board of Directors in form and substance reasonably satisfactory of Parent (the “Parent’s Board”) shall have appointed Xxxxx Xxxxxx to the Special Committee serve as to the solvency a member of the Company Parent’s Board, subject to Governmental Authority approval required by Law, until the next meeting of Parent’s stockholders and its Subsidiaries after giving effect agree to nominate Xx. Xxxxxx for reelection at the Merger, next shareholders’ meeting of the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyParent’s stockholders.

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 consummate, or cause to be consummated, the 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 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 (disregarding any qualifications and exceptions contained therein relating to a Holding Material Adverse Effect materiality, material adverse effect or any similar qualification or exception) shall be true and correct when made and at and as of the Effective TimeClosing Date, as if made at and as of except with respect to such time, and (B) all other representations and warranties of Holding which speak as to an earlier date, which representations and Acquiror warranties 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 timedate, and except for, in each case, (iiix) the Company shall have received a certificate signed by the Chief Executive Officer inaccuracies 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) omissions that 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 material adverse effect on Acquiror’s ability to consummate the transactions contemplated by this Agreement and (y) changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; (b) Each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed in all material respects; (c) The Domestication shall have been completed as provided in Section 2.1 and each of (i) time-stamped copies of the certificate of domestication related to the Domestication and the Pubco Charter, each filed with the Secretary of State of Delaware and (ii) a certificate of de-registration from the Cayman Registrar in relation thereto shall have been delivered to the Company; (i) The amount of cash available in the Trust Account following the Acquiror Shareholders’ Meeting (after deducting the amount required to satisfy the Acquiror Share Redemption Amount and payment of (x) any deferred underwriting commissions being held in the Trust Account and (y) any Company Material Adverse EffectTransaction Expenses or Acquiror Transaction Expenses, as contemplated by Section 11.6) plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing (the sum of (i) and (ii), the “Available Acquiror Cash”), is equal to or greater than $1,500,000,000; and (ce) Holding The aggregate dollar value of Acquiror Class A Ordinary Shares that (i) are elected to be redeemed by the holders thereof in accordance with the procedures and by the deadline set forth in the Proxy Statement/Registration Statement and (ii) Acquiror is obligated to redeem pursuant to its Governing Documents, shall not 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 herebyexceeded $500,000,000.

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 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 (d)) 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 the Buyers and Acquiror the Buyer Subsidiary contained in this Agreement that are qualified by reference as to a Holding Material Adverse Effect material adverse effect shall be true and correct when made and at as of the date of this Agreement and as of immediately prior to the Effective TimeTime (other than representations and warranties which address matters only as of a particular date, as if made at in which case such representations and warranties shall be true and correct, on and as of such timeparticular date), with the same force and effect as if then made; and (Bii) all other the representations and warranties of Holding the Buyers and Acquiror the Buyer Subsidiary contained in this Agreement that are not qualified as to material adverse effect shall have been be true and correct in all material respects when made and at as of the date of this Agreement and as of immediately prior to the Effective Time (other than representations and warranties which address matters only as if made at of a particular date, in which case such representations and warranties shall be true and correct, on and as of such timeparticular date), with the same force and (iii) effect as if then made, except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Buyers; and the Company shall have received a certificate to such effect signed by an executive officer of the Chief Executive Officer or President Buyers and the Buyer Subsidiary. Each of the Buyers and the Buyer Subsidiary shall have performed and 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 to such effect signed by an executive officer of each of Holding the Buyers and Acquiror to the foregoing effect;Buyer Subsidiary. (b) each of Holding and Acquiror This Agreement shall have obtained been approved at the Company Shareholders' Meeting referred to in Section 4.02 by the vote required by the Tennessee Act and the Company's Charter. (c) There shall not be pending any action or made all consentsproceeding brought by any Governmental Authority requesting or threatening an injunction, approvalswrit, actionsorder, ordersjudgment or decree that, authorizationsin the reasonable judgment of the Company, registrationscould reasonably likely, declarationsif issued, announcements and filings restrain or prohibit the consummation of any of the transactions contemplated hereby, require rescission of this Agreement or any such transactions, result in material damages to the Company, the Subsidiaries, or their respective officers or directors if the transactions contemplated hereby are consummated or limit the benefit expected to be derived by Section 5.3the Company's stockholders as a result of the transactions contemplated hereby, which if not obtained or made (i) would render nor shall there be in effect any provision of applicable law prohibiting the consummation of the Merger illegal or 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. (iid) All applicable waiting periods (assuming and any extension thereof) under the Effective Time had occurredHSR Act shall have expired or otherwise been terminated. (e) would be reasonably likely to have, individually All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effect; and (c) Holding and Acquiror consummation of the Merger 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 herebymade or obtained.

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 Trident Securities, a division of McDonald Investments Inc., a letter, dated not more than 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 Robinson, Bradshaw & Hinson, P.A., xxxxxel 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 true and complete copy of its certificate signed 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 certificate 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 and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or (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 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 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 of the -------------------------------------------- Company to consummate the Merger Transactions are subject to the satisfaction or waiver of the following further conditionsconditions 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 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, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror Article 4 shall have been true and correct in all material respects when made and at as of the date of this Agreement and as of the Effective Time Closing Date, except for those representations and warranties that address matters only as if made at of the date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects as of such timeparticular date), it being understood that, for purposes of determining the accuracy of such representations and (iii) warranties, all qualifications based on the Company word “material” or similar phrases contained in such representations and warranties shall have received a certificate signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effectbe disregarded; (b) each of Holding Parent and Acquiror Merger Sub shall have obtained or made 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 material respects all of the Merger illegal covenants and agreements required to be performed by it under this Agreement at 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; andClosing; (c) Holding and Acquiror the Company shall have caused obtained the valuation firm which has delivered a solvency letter to Requisite Stockholder Approval; (d) the financial institutions providing the Financing (orapplicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (e) no such letter has temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court or agency of competent jurisdiction or other Law shall be threatened, pending, shall have been provided theretoissued or shall be in effect which prohibits, a valuation firm reasonably acceptable restrains or renders illegal the consummation of the Transactions or would cause the Transactions to be rescinded; (f) Parent, the CompanyStockholders’ Representative and the Paying Agent shall have executed and delivered the Paying Agent Agreement; (g) to Parent, the Stockholders’ Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement; (h) Parent and Merger Sub shall have delivered to the Company a letter addressed certificate, dated the Closing Date, stating that the preconditions specified in Sections 8.02(a) and 8.02(b), as they relate to Parent and Merger Sub, have been satisfied; and (i) Parent or the Special Committee and Surviving Corporation shall have made the Board of Directors payments set forth 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 herebySection 2.09(b).

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 6 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or material adverse effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or material adverse effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except that such representations and warranties that are made as of a specific date need only be true and correct as of such date); (b) Purchaser and Merger Sub shall have performed in all material respects all of its obligations hereunder the covenants and agreements required to be performed by it at each of them under this Agreement prior to the Closing; provided, that, with respect to covenants and agreements that are qualified by materiality or material adverse effect, Purchaser and Merger Sub shall have performed such covenants and agreements, as so qualified, in all respects; (c) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (d) no Law or order shall have been enacted, promulgated, entered or enforced that would prevent any party hereto from, and there shall not be any pending Action by or before any court or other Governmental Authority that would restrain, enjoin or otherwise prohibit any party hereto from, consummating the transactions contemplated hereby, including the Merger; (e) the Escrow Agreement shall have been duly executed by Purchaser and the Escrow Agent; and (f) on or prior to the Effective TimeClosing Date, Purchaser shall have delivered to the Sellers’ Representative each of the following: (i) a certificate from an officer of each of Purchaser and Merger Sub in the form set forth as Exhibit D attached hereto, dated as of the Closing Date, stating that the applicable preconditions specified in Sections 3.1(a) and (b) have been satisfied; (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 certified copies of the Effective Timeresolutions duly adopted by the board of directors or managers (or equivalent governing bodies) of each of Purchaser and Merger Sub authorizing the execution, as if made at delivery and as performance of such timethis Agreement, the other agreements contemplated hereby, and (B) the consummation of all other representations transactions contemplated hereby 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 thereby; and (iii) the Company shall have received a certificate signed Restrictive Covenant Agreement, duly executed by Purchaser. Any condition specified in this Section 3.1 may be waived by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effect; Sellers’ Representative (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 on behalf of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger Unitholders and the other transactions contemplated herebyCompany); provided, however, that no such waiver will be effective against the Company Unitholders or the Company unless it is set forth in a writing executed by the Sellers’ Representative.

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 Xxxxxxxxxx & Xxxxx, LLP, legal counsel to Parent, 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, and good standing 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 Shareholders pursuant to this Agreement will be duly and validly authorized, 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 or its disclosure schedules. (ii) Parent and Merger Subsidiary have 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 Merger Subsidiary, and (assuming the due and valid authorization, execution and delivery by the Company) constitutes the legal, valid and binding agreement of Parent and of Merger Subsidiary. (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 Certificate 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 or Merger Subsidiary for consummation of the transactions contemplated by this Agreement. (vi) The issuance of the Parent Merger Stock by Parent is exempt from the registration provisions of Section 5 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, the provisions of Section 3.3 applicable to Parent 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) The Company shall have received the executed Fairness Opinion. (h) 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; and (i) All certificates, instruments and other documents required to effect the Board of Directors 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. Any condition specified in this Section 3.1 except (m) may be waived by the solvency of Company; provided, however, that no such waiver will be effective unless it is set forth in a writing executed by 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 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 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 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 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 to the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference Company at or prior 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 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 delivered by the other parties contemplated thereby. (c) The Company shall have received from The Orr Group, a letter, dated not more than five Business Days prior to xxe Proxy Statement, that the Merger Consideration is fair, from a financial point of view, to the holders of the Company's Shares. (d) The Company shall have received an opinion of Robinson, Bradshaw & Hinson, P.A., counsel to the Buyer, dated as of xxx Xxxsixx Xxxx, in xxxx and substance reasonably acceptable to the Effective Time as if made at and as Company. (e) As of such timethe Closing Date, and (iii) the Company shall have received the following documents with respect to the Buyer: (i) a certificate signed of its corporate existence issued by the Chief Executive Officer jurisdiction of its incorporation as of a recent date and a certificate of existence or President authority as a foreign corporation issued as of a recent date by each of Holding and Acquiror the jurisdictions in which it is qualified to the foregoing effectdo business as a foreign corporation; (bii) each a true and complete copy of Holding its articles of incorporation and Acquiror shall all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation 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; (v) a true and complete copy of the Merger illegal resolutions of its board of directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or (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 (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. (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 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 by Acquiror with respect to Exchange Agent has received the cash portion of the Merger Consideration from the Buyer and the other transactions contemplated herebyappropriate instructions and authorization to deliver such cash Merger Consideration as required by this Agreement.

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 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.

Conditions to the Obligations of the Company. The obligations obligation -------------------------------------------- of the -------------------------------------------- Company to consummate effect the Merger are is subject to the satisfaction or waiver 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) 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 and the stockholders of the Company shall have received the opinion of tax counsel to Parent reasonably acceptable to the Special Committee 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 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 representations substantially in the forms set forth in Exhibits A-1 ------------ and A-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 of the Company matters set forth in Exhibit B; 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--------- (e) there shall have occurred no Material Adverse Effect on Parent.

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 obligation 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 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 V shall be true and correct when as if the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except that such representations and warranties that are made and at and as of the Effective Time, as if made at a specific date need only be true and correct as of such timedate), and (B) all other except where the failure of any such representations and warranties of Holding and Acquiror shall have been 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 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 or a Company Material Adverse Effect; andmaterial adverse effect on the ability of Parent to consummate the transactions contemplated hereby; (b) Parent shall have performed and complied with, in all material respects, all the covenants and agreements required to be so performed and complied with by it under this Agreement prior to the Closing; (c) Holding and Acquiror no law or order shall have caused been enacted or entered into after the valuation firm which has delivered date hereof that would prevent the consummation of the transactions contemplated by this Agreement; (d) all of the Convertible Promissory Notes shall have been converted into Company shares; (e) the due execution and delivery by Xxxxxx and Pearsanta of a solvency letter Transition Services Agreement; (f) the due execution and delivery by Xxxxxx and Pearsanta of the Side Letter; (g) the due payment of the Upfront Working Capital Payment to Pearsanta; (h) the financial institutions providing delivery of the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable form Employment or Consulting Agreements to the Company; (i) on or prior to the Closing Date, Parent shall have delivered to the Company each of the following: (i) a letter addressed to certificate from an officer of Parent in the Special Committee form set forth as Exhibit B attached hereto, dated as of the Closing Date, stating that the applicable preconditions specified in Sections 7.1(a) and (b) hereof have been satisfied; and (ii) certified copies of the resolutions duly adopted by the board of directors (or equivalent governing body) of Parent authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby and the Board consummation of Directors all transactions contemplated hereby and thereby. Any condition specified in form and substance reasonably satisfactory to this Section 7.1 may be waived by the Special Committee as to the solvency shareholders on behalf of the Company; provided, however, that no such waiver will be effective against the Company and its Subsidiaries after giving effect to unless it is set forth in a writing executed by the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyshareholders.

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 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 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 obligation of the -------------------------------------------- Company to consummate 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 fulfillment at or prior to the Effective TimeTime of the following additional 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 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 timecorrect, 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 (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 to the extent 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 50 warranties any update or modification to the Parent Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be disregarded), except, in all cases where the failure of such representations and warranties to be true and correct would be reasonably likely to havenot, individually or in the aggregate, have a Holding Material Adverse Effect on Parent; (b) Parent shall have performed or a Company Material Adverse Effect; andcomplied 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; (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 addressed certificate of its chief executive officer or chief financial officer to the Special Committee effect that each of the conditions specified in SECTION 7.1 (as it relates to Parent) and the Board clauses (a) and (b) of Directors this SECTION 7.2 has been satisfied in all respects; and (d) The Company shall have received a written opinion from its special tax counsel (Thompson & Knight, L.L.P.), in form and substance reasonably satisfactory satixxxxxxxx to xx, xo the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinion shall not have been withdrawn; PROVIDED, HOWEVER, that if special counsel to the Special Committee as Company does not render such opinion, this condition shall nonetheless be deemed to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquiror be satisfied with respect to the Merger Company if regular counsel to the Company or if counsel for the Parent renders such opinion to the Company. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the other transactions contemplated herebypurpose of rendering such opinion.

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 transactions contemplated hereby shall be further subject to the satisfaction fulfillment of the following further conditions, unless waived by such parties 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 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) The Company shall have received from Trident Securities, a division of McDonald Investments Inc., a letter, dated not more than five Business Days prior to the Proxy Statement, that the Merger Consideration is fair, from a financial point of view, to the holders of the Company's Shares. (Ad) The Company shall have received an opinion of Robixxxx, Xxadxxxx & Xinsxx, X.A., 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, 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 and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or (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 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 the Company Bank Shares and to the Merger, effect that the financing arrangements contemplated 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 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 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 obligation of the -------------------------------------------- Company to consummate the Merger are close is subject to the satisfaction or waiver at or prior to the Closing 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 Xxxxxxx 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 made and in all material respects at and as of the Effective Time, Closing Date with the same effect as if made at and as of the Closing Date (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, and (iii) at the Closing, Xxxxxxx shall have 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 Each of Holding the covenants and Acquiror obligations of Xxxxxxx to be performed at or before the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing and, at the Closing, Xxxxxxx shall have delivered to the Company a certificate to that effect; (c) The Company shall have received the opinion of Xxxxx Dutilh as to the matters set forth in Exhibit A not later than three business days from the date of execution hereof; (d) Holland 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 the Company; and (ce) 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 herebyHolland Companies having or which could reasonably be expected to have a Material Adverse Effect on Holland.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to consummate fulfill its obligations under this Agreement, including without limitation the Merger are obligations set forth in Section 2.1 hereof, shall be subject to the satisfaction or waiver prior to the Closing of the following further conditions, provided that the condition set forth at paragraph (e) below may not be waived without the prior written consent of the Purchasers: (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 the Purchasers 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 as of the date of this Agreement and as of the Effective Time Closing Date as if made at and as of such timeon the Closing Date, and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President each Purchaser who is an individual and by a duly authorized officer of each of Holding and Acquiror other Purchaser to the foregoing effect;. (b) each of Holding and Acquiror Each Purchaser 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 $500,000 per Unit (subject to pro rata adjustment in the case of any Fractional Unit) for each of the Units to be issued and sold by the Company and purchased by the Purchaser pursuant to this Agreement, as set forth on Exhibit A hereto, such amount to be payable (i) by wire transfer of immediately available funds to an account with a letter addressed bank designated by the Company, by notice to each of the Purchasers to be provided no later than two Business Days prior to the Special Committee Closing Date, or (ii) a federal (same day) funds check payable to the order of the Company. (c) No party to this Agreement (other than the Company) shall be in material breach of this Agreement unless such breach shall have been waived in writing by each of the other parties to this Agreement. (d) The Company shall have received such other certificates, opinions, documents and instruments related to the Board transactions contemplated hereby as may have been reasonably required by the Company and are customary for transactions of Directors this type, and all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement, shall be reasonably satisfactory in form and substance to the Company and its counsel. (e) The Company shall have received, in form and substance reasonably satisfactory to the Special Committee as Company, an opinion, addressed to it and dated the Closing Date of Xxxxx, Xxxxx & Xxxxx, counsel for the Company and the Bank, to the solvency effect that there is "substantial authority" within the meaning of Treasury Regulation 1.6662-4(d) to support the conclusion that consummation of the transactions contemplated by Section 2.1 hereof will not result in a change of ownership of the Company and its Subsidiaries after giving effect to for purposes of Section 382 of the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyCode.

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 of the -------------------------------------------- Company to consummate the Merger are shall be subject to the satisfaction or waiver (where permissible), 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 representations and warranties of Holding the Purchaser and Acquiror the Merger Subsidiary contained in this Agreement that are qualified by reference (without giving effect to a Holding Material Adverse Effect any materiality qualifications or limitations therein) shall be true and correct when correct, in each case as of the Closing Date as though made and at on and as of the Effective TimeClosing Date, except (i) for such failures to be true and correct that have not had a material adverse effect on the ability of the Purchaser and the Merger Subsidiary to consummate timely the transactions contemplated by this Agreement or a material adverse effect on the rights of the Company or the Stockholders hereunder; (ii) that those representations and warranties that address matters only as if made at of a particular date shall remain true and correct as of such timedate, subject to the qualifications in (i) above; and (Biii) all other representations for changes expressly permitted as contemplated by the terms of this Agreement. (b) the covenants contained in this Agreement to be complied with by the Purchaser and warranties of Holding and Acquiror Merger Subsidiary on or before the Closing shall have been true and correct 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 respects; (iiic) the Company shall have received a certificate from the Purchaser and Merger Subsidiary certifying as to the matters described in (a) and (b) above signed by the Chief Executive Officer or President of each of Holding and Acquiror to the foregoing effecta duly authorized officer thereof; (bd) each of Holding and Acquiror this Agreement shall have obtained or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated been approved by Section 5.3, which if not obtained or made (i) would render consummation the affirmative vote of the holders of in excess of 95% of the Common Stock and Preferred Stock (collectively and in separate classes, as applicable) in accordance with the DGCL and the Company’s certificate of incorporation on or before five hours following the execution and delivery of this Agreement; (e) the Partnership ORRI shall have been distributed to the Stockholders and Optionholders of the Company; (f) the Purchaser shall have provided evidence of its ability to pay in immediately available funds an amount equal to the Total Merger illegal Consideration and shall have made arrangement, reasonably satisfactory to the holders of the Bank Debt, to pay or (ii) (assuming assume all such obligations in full as of 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 EffectTime; and (cg) Holding and Acquiror shall have caused the valuation firm which has delivered a solvency letter adjustments to the financial institutions providing the Financing (orTotal Merger Consideration sought by Purchaser for Defects pursuant to Article XI shall not, 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 after application of the Company and its Subsidiaries after giving effect to Deductible, exceed the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebysum of Thirty-Five Million Dollars ($35,000,000).

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 are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment or the Company’s waiver, 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 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 Article IV shall be true and correct when made and at and in all respects as of both the Effective Time, Date and the Closing Date with the same effect as if though made at and as of such time, and date (B) all other except those representations and warranties that address matters only as of Holding and Acquiror a specified date, which shall have been be true and correct in all material respects when made and at and as of that specified date), except where the Effective Time as if made at and as failure of such time, representations and (iii) warranties to be true and correct would not have a material adverse effect on Parent’s and Merger Sub’s ability to consummate 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;transactions contemplated hereby. (b) Parent and Merger Sub shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of Holding the Ancillary Agreements to be performed or complied with by Parent and Acquiror shall have obtained Merger Sub prior to 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 on 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 Date. (c) Holding No Governmental Order shall be in effect which restrains, hinders or prohibits or threatens to restrain, hinder or prohibit the consummation of the transactions contemplated by this Agreement; and Acquiror there shall not have caused been threatened, nor shall there be pending, any Action by a Person or before any Governmental Authority which is reasonably likely to restrain, hinder, prohibit, delay or challenge the valuation firm which has delivered a solvency letter to validity of any of the financial institutions providing the Financing transactions contemplated by this Agreement. (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Companyd) to Parent and Merger Sub shall have delivered to the Company a letter addressed evidence satisfactory to the Special Committee Company that the transfer of the Closing Shares to each Company Stockholder has been initiated as of the Closing Date, in addition to duly executed counterparts to the Ancillary Agreements and the such other documents and deliverables set forth in Section 2.12. (e) The Board of Directors in form and substance reasonably satisfactory of Parent (the “Parent’s Board”) shall have appointed Sxxxx Xxxxxx to the Special Committee serve as to the solvency a member of the Company Parent’s Board, subject to Governmental Authority approval required by Law, until the next meeting of Parent’s stockholders and its Subsidiaries after giving effect agree to nominate Mx. Xxxxxx for reelection at the Merger, next shareholders’ meeting of the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyParent’s stockholders.

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 as of or prior to the Effective TimeClosing Date, (ii) (A) the representations and warranties of Holding Parent and Acquiror contained Merger Subsidiary set forth in this Agreement that which are qualified by reference to a Holding "Parent Material Adverse Effect Effect" qualification shall be true and correct when made in all respects as so qualified at and as of the date of this Agreement and at and as of the Effective Time, Closing Date as if though made at and as of such time, the Closing Date and (B) all other the representations and warranties of Holding Parent and Acquiror Merger Subsidiary set forth in this Agreement which are not qualified by a "Parent Material Adverse Effect" qualification shall have been be true and correct in all material respects when made at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if though made at and as of the Closing Date, except for such timefailures to be true and correct as would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; PROVIDED, HOWEVER, that, with respect to clauses (A) and (iiiB) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (A) or (B), as applicable), only as of such date or period; (b) the Company shall have received a certificate signed by the Chief Executive Officer an opinion of Wachtell, Lipton, Rosen & Katz (or President of each of Holding and Acquiror such othex xxxnsex xxasonably acceptable to the foregoing effect;Company), on the basis of representations and assumptions set forth or referred to in such opinion, dated as of the Closing Date, 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. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent, the Company or others reasonably requested by counsel; and (bc) each since the date of Holding and Acquiror this Agreement, there shall not have obtained been any event, occurrence, development 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 state of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to havecircumstances which, individually or in the aggregate, would be reasonably likely to 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 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 a specific date and Acquiror except for representations and warranties expressly qualified by “Materiality” or that constitute a breach only if they have a “Material Adverse Effect” or similar materiality qualifier, which must be accurate in all respects as of the Closing Date). The 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 Time, Closing. (iib) (A) All documents required to have been executed and delivered to the representations and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference Company at or prior 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 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 delivered by the other parties contemplated thereby. (c) The Company shall have received from Xxxx Xxxxxx Xxxxxx & Xxxxxx, Inc., a letter, dated not more than five Business Days prior to the Proxy Statement, that the Merger Consideration is fair, from a financial point of view, to the holders of the Effective Time as if made at and as Company’s Shares. (d) As of such timethe Closing Date, and (iii) the Company shall have received the following documents with respect to the Buyer: (i) a certificate signed of its corporate existence issued by the Chief Executive Officer jurisdiction of its incorporation as of a recent date and a certificate of existence or President authority as a foreign corporation issued as of a recent date by each of Holding and Acquiror the jurisdictions in which it is qualified to the foregoing effectdo business as a foreign corporation; (bii) each a true and complete copy of Holding its certificate of incorporation and Acquiror shall all amendments thereto, certified by the jurisdiction of its incorporation as of a recent date; (iii) a true and complete copy of its bylaws, certified by its Secretary or an Assistant Secretary; (iv) a certificate from its Secretary or an Assistant Secretary certifying that its articles of incorporation 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; (v) a true and complete copy of the Merger illegal resolutions of its board of directors and shareholders authorizing the execution, delivery and performance of this Agreement, and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified by its Secretary or an Assistant Secretary; (iivi) (assuming a certificate from its Secretary or an Assistant Secretary certifying the Effective Time had occurred) would be reasonably likely to have, individually incumbency and signatures of its officers who will execute documents at the Closing or in the aggregate, a Holding Material Adverse Effect or a Company Material Adverse Effectwho have executed this Agreement; and (cvii) Holding evidence of Buyer’s compliance with Section 6.2(b) and Acquiror the penultimate sentence of Section 2.7(c). (e) 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 Stock in form and substance reasonably satisfactory to the Special Committee as to the solvency exchange for all 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 herebyShares.

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 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 obligation of the -------------------------------------------- Company to consummate the Merger are transactions contemplated by this Agreement 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 both on the date hereof and as of the Closing, as if made and anew at and as of the Effective Timethat time (except for representations and warranties made as of a specific date, as if made at which shall remain true and correct as of such timedate), except, in each case, (i) for changes after the date hereof which are contemplated or expressly permitted by this Agreement and (Bii) all other for such failures of the representations and warranties of Holding Acquiror and Acquiror shall have been Merger Sub 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) would render consummation of the Merger illegal or (ii) (assuming the Effective Time had occurred) would be reasonably likely to havethat, individually or in the aggregate, would not reasonably be expected to have a Holding Material Adverse Effect material adverse effect on the ability of Acquiror and Merger Sub to consummate the Merger and the transactions contemplated hereby or a Company Material Adverse Effect; andperform their obligations hereunder. (b) Each of the covenants and agreements of Acquiror and Merger Sub to be performed as of or prior to the Closing shall have been performed in all material respects. (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 certificate signed by an officer of Acquiror, dated the Closing, certifying that, to the Special Committee knowledge and belief of such officer, the conditions specified in Sections 8.3(a) and 8.3(b) hereof have been fulfilled. (d) The Acquiror Common Stock to be issued as the Stock Portion of the Merger Consideration shall have been approved for listing on the NASDAQ National Market, subject to official notice of issuance. (e) Acquiror shall have executed and delivered to the Holder Representative the Investor Rights Agreement and Shareholder Releases for each Company Principal Shareholder, and Acquiror and the Board of Directors in form Escrow Agent shall have executed and substance reasonably satisfactory delivered to the Special Committee as Holder Representative the Adjustment Escrow Agreement and the Indemnification Escrow Agreement. (f) The Acquiror shall have caused counsel to the solvency of Acquiror and Merger Sub to deliver to the Company and its Subsidiaries after giving the Holder Representative the opinion or opinions of counsel to Acquiror and Merger Sub in the form of Annex G-2. (g) The average closing price for a share of Acquiror’s Common Stock on the NASDAQ Stock Market for the ten (10) Business Days ending on the Business Day immediately preceding the Closing Date, as reported by the Eastern Edition of The Wall Street Journal, shall be at least $2.50 (adjusted to give effect to any stock split, stock dividend, stock subdivision or similar adjustment in respect of the Merger, the financing arrangements contemplated by Acquiror with respect to the Merger and the other transactions contemplated herebyCommon Stock).

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 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, 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 Parent 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 Parent 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 Parent to the foregoing effect; (b) each of Holding and Acquiror there shall have obtained not occurred any event 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 change since the date of the Merger illegal Agreement that has had or (ii) (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 or a Company Material Adverse Effecton Parent; and (c) Holding new employment agreements, in the form attached hereto as Exhibit C, will have been offered effective upon Closing with the Surviving Corporation to each of Xxxxxxxxx Xxxxxxx, Xxxx Xxxxxxxxx and Acquiror shall Xxxxxxx Xxxxxx, and new employment agreements, in the form attached hereto as Exhibit D, will have caused been offered effective upon Closing with the valuation firm which has delivered a solvency letter Surviving Corporation 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 each of Xxxx Xxxxx 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 herebyXxxxx Xxxxxxx.

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 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. 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 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 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 effect the Merger are transactions contemplated hereby shall be further subject to the satisfaction fulfillment of the following further conditions, unless waived by the parties pursuant to Section 10.4 of this Agreement: (a) For the purpose of this Section 8.2 only, all representations and warranties of the Parent and the Buyer contained in this Agreement and the Parent's and Buyer's Disclosure Schedule shall be accurate in all respects as of the Closing Date as if made on the Closing Date, except for representations and warranties that are made as of a specific date and except for inaccuracies of representations and warranties the circumstances giving rise to which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect (i) each it being understood that, for purposes of Holding determining the accuracy of such representations and Acquiror warranties, all qualifications by reference to Material Adverse Effect or Materiality contained in such representations and warranties shall be disregarded). Each of the Parent and 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 Parent and warranties of Holding and Acquiror contained in this Agreement that are qualified by reference the 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 Howe, Barnes Hoefer & Arnette, Inc., a certificate signed by the Chief Executive Officer or President bringdown of each its opinion datex Xxcemxxx 00, 0000, to xxx xxfect that, as of Holding and Acquiror a date within ten (10) 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 Proxy Statement to the Company's shareholders, 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 Parent and the Buyer, datxx xx xx thx Xxxxxng Date, reasonably satisfactory to the Company a letter addressed in form and substance, concerning matters relating to the Special Committee Parent and the Board Buyer. (e) The Company shall have received an opinion of Directors Dixon Hughes PLLC, certified public accountants, dated as of the Xxxxxxx Xxxx, 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 may be conditioned on the receipt of representation letters from the Company, the Parent and the Buyer, in each case, in form and substance reasonably satisfactory to Dixon Hughes PLLC. The specific provisions of each such representatxxx xxxxxx 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 date of such opinion and shall not have been withdrawn or modified in any material respect. (f) As of the Closing Date, the Company shall have received the following documents with respect to each of the Parent and (except in the case of clause (vii)) the Buyer: (i) a true and complete copy of its articles of incorporation and all amendments thereto, certified by the North Carolina Secretary of State 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 Chief Executive Officer or Chief Financial Officer (unless both are reasonably available on the Closing Date, in which case from both such officers) certifying that (A) its articles of incorporation have not been amended since the date of the certificate described in subsection (i) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (iv) below that would adversely affect its existence, and (B) it 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 solvency matters set forth in Section 8.2(a); (iv) a certificate of its corporate existence issued by the North Carolina Secretary of State; (v) true and complete copies of the Company resolutions of its board of directors and of the Buyer's shareholder 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 Subsidiaries after giving effect to Secretary or an Assistant Secretary; (vi) a certificate from its Chief Executive Officer, Chief Financial Officer, Secretary or an Assistant Secretary certifying the Merger, incumbency and signatures of its officers who will execute documents at the financing arrangements contemplated by Acquiror Closing or who have executed this Agreement; and (vii) a certificate of The Federal Reserve Bank of Richmond with respect to the Parent. (g) There shall have been (i) no Material Adverse Effect with respect to the Parent or the Buyer and (ii) no event, occurrence or circumstance that, individually or taken together with any other events, occurrences, or circumstances, has had a Material adverse impact on the ability of the Parent or the Buyer to perform its obligations under this Agreement or to consummate the Merger and or the other transactions contemplated herebyby this Agreement. (h) 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 Parent appropriate instructions and authorization for the Exchange Agent to issue the Maximum Total Stock Merger Consideration, to the extent required by this Agreement, and to the effect that the Exchange Agent has received from the Parent the Maximum Total Cash Merger Consideration and appropriate instructions and authorization to deliver such Merger Consideration, all to the extent required by this Agreement. (i) The Buyer shall have executed and delivered (i) the Bullard Consulting Agreement to John W. Bullard and (ii) the Farrah Xxxxxxxent Agreement to Wayne O. Xxxxxx. (x) Xxx Xxxxxxy, acting reasonably, shall be satisfied that the transactions described in Section 2.6(a) will not subject the holders of Company Options to additional income tax under Code ss. 409A.

Conditions to the Obligations of the Company. The obligations obligation of the -------------------------------------------- Company to consummate the Merger are is subject to the satisfaction satisfaction, on or before the Closing, 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 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 Article III shall be true and correct when made and at and as of the Effective Timetrue, as if made at and as of such time, and (B) all other representations and warranties of Holding and Acquiror shall have been true complete and correct in all material respects when made and at on and as of the Effective Time Closing with the same effect as if though such representations and warranties had been 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;Closing. (b) each of Holding Parent and Acquiror Merger Sub shall have obtained performed and complied with all covenants and agreements contained herein required to be performed or made all consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated complied with by Section 5.3, which if not obtained them prior to or made (i) would render consummation of at 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 The Firstmark Acquisition shall have caused been completed. (d) Parent and Merger Sub, as the valuation firm which has delivered a solvency letter case may be, shall have obtained all necessary consents of and made all required filings with any governmental authority or agency or third party required to be obtained prior to the financial institutions providing the Financing (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable Closing under applicable law and relating to the Company) to have delivered to the Company a letter addressed to the Special Committee and the Board consummation 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. (e) Parent shall have delivered to the Company (1) a copy of the Certificate of Designation, certified by the Secretary of State of the State of Delaware, (2) resolutions approved by the Board of Directors of Parent and Merger Sub authorizing the Merger and in full force and effect at the time of Closing, and (3) good standing certificates with respect to Parent and Merger Sub from the Secretary of State of the State of Delaware dated a recent date before the Closing. (f) No temporary restraining order, preliminary or permanent injunctions or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging the Merger and the other transactions contemplated hereby shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality seeking any of the foregoing be pending. (g) Latham & Watkins LLP shall have delivered an opinion regarding the authxxxxxxion xxx xxsuance of the Parent Preferred Stock to the Company and each of the Holders of the Company Common Stock in form and substance reasonably acceptable to such holders.

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 or a Company Parent Material Adverse Effect; and; (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 Proceeding before any Governmental Agency shall be pending which, if 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 transactions to be rescinded; (d) Parent shall have caused the valuation firm which has delivered a solvency letter to the financial institutions providing Company an opinion of a law firm licensed to practice law in California that is acceptable to the Financing (orCompany, if no such letter has been provided theretodated the Closing Date, in a valuation firm form reasonably acceptable to the Company’s legal counsel and dated the Closing Date, substantially to the effect that: (i) The incorporation, existence, good standing and capitalization of Parent and of the Merger Subsidiary are as stated in this Agreement and, assuming the effectiveness of the Merger, the shares of Parent Stock to be issued to and received by the Company Shareholders pursuant to this Agreement will be duly and validly authorized and issued, fully paid and non-assessable; all outstanding shares of Parent 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 any Person; and, to the knowledge of such counsel, there are no existing Rights of Parent or of the Merger Subsidiary other than as stated in this Agreement. (ii) Parent and the Merger Subsidiary each 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 the Merger Subsidiary, and (assuming the due and valid authorization, execution and delivery by the Company) constitutes the legal, valid and binding agreement of Parent and the Merger Subsidiary, enforceable against Parent and the Merger Subsidiary in accordance with its terms. (iii) This Agreement, as to Sections 4.11 and 8.3 hereof, and the Lock-Up Agreement have been duly executed and delivered by the Parent Control Shareholders and constitute the legal, valid and binding agreements of the Parent Control Shareholders, enforceable against the Parent Control Shareholders in accordance with their respective terms. (iv) 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. (v) The execution and performance by Parent and the Merger Subsidiary of this Agreement will not violate the Articles of Incorporation or Certificate of Incorporation or the Bylaws of Parent or the Merger Subsidiary. (vi) Any required approvals of the Shareholders of Parent and the Merger Subsidiary to the execution, delivery and performance of this Agreement have been duly obtained, and 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 or the Merger Subsidiary for consummation of the transactions contemplated by this Agreement. (vii) The issuance of the Parent Stock in the Merger is exempt from the registration provisions of Section 5 of the 1933 Act and under applicable blue sky laws. 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. (e) On or prior to the Closing Date, Parent shall have delivered to the Company each of the following: (i) a letter addressed to certificate in the Special Committee form set forth as Exhibit D attached hereto 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 as set forth in Exhibit D; (ii) certified copies of the resolutions duly adopted by the Board of Directors and Shareholders (if Shareholder approval is required) of Parent and of 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 or the Merger Subsidiary is responsible to obtain pursuant to the terms of this Agreement; (f) 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 neither Parent nor the Merger Subsidiary shall have any debt or liabilities of any kind as of the Effective Time, except for amounts owing to the Parent Control Shareholders for services as an officer of Parent or for legal services rendered to Parent that in the aggregate shall not exceed $200,000 and which shall be paid by the Parent to the Parent Control Shareholders promptly following the Closing; (g) Dissenters’ rights of appraisal shall not have been exercised by any Parent Shareholders, if such rights are applicable under applicable Law, or by any Company Shareholders. (h) Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect, and no Event shall have occurred or circumstance shall exist that, in combination with all other Events, could reasonably be expected to have a Parent Material Adverse Effect. (i) 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 Company; (j) The Parent Control Shareholders shall have executed and delivered to Parent the solvency Lock-Up Agreement; (k) The Company shall have obtained the 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; (l) The Company shall have raised at least $500,000 in capital in one or more private placements of its securities completed between June 1, 2010 and the Closing Date; and (m) The Company or the Company’s Shareholders (as designated in writing by the Company) shall have purchased from the Parent Control Shareholders for an aggregate purchase price of $25,000 a total of 1,000 shares of Parent Preferred Stock that will be convertible into 320,264,837 shares of Parent Common Stock, so that the Company’s Shareholders immediately following the Closing will own 96.25% of the then outstanding shares of the Parent Common Stock (on a fully diluted basis and assuming distribution of all of the shares of Parent Preferred Stock to the Company’s Shareholders and conversion of all of the Parent Preferred Stock). Any condition specified in this Section 3.1, except the conditions in clauses (c) and (k) 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. (n) A certificate of determination in form acceptable to the Company creating 1,000 authorized shares of Parent Preferred Stock shall have been filed by Parent with the California Secretary of State, and all of these shares shall have been issued to the Parent Control Shareholders in cancellation of $25,000 that is owed to them by Parent.

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 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, 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 Parent 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 Parent 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 Parent to the foregoing effect;; and (b) each of Holding and Acquiror the Company shall have obtained or made all consentsreceived an opinion of Snelx & Xilmxx, 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 X.L.P. 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 Parent will be a party to the reorganization within the meaning of section 368(b) 37 42 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 Parent reasonably requested by counsel. If the opinion referred to in this Section 7.3(b) is not delivered, such condition shall be deemed to be satisfied if the Parent shall have received an opinion from Pillsbury Winthrop LLP or another law firm selected by Parent 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, 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 Parent 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 Parent Disclosure Schedule 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 Parent to the foregoing effect; (b) each of Holding and Acquiror there shall have obtained not occurred any event 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 change since the date of the Merger illegal Agreement that has had or (ii) (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 or a Company Material Adverse Effect; andon Parent; (c) Holding all Support Agreements and Acquiror Lock-up Agreements required to be executed and delivered by the directors and executive officers of the 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 executed and delivered to the Company a letter addressed and such agreements shall be in full force and effect as of the Effective Time, and, as to the Special Committee and Support Agreements, as of a time prior to the mailing of the Joint Proxy Statement/Prospectus; (d) as of the Closing Date, to be effective as of the Effective Time, the Board of Directors of Parent shall have been increased from six to nine directors, Mr. Xxxx van der Kaay and two others from among the Company's current Board of Directors shall been appointed to the newly created vacancies on the Parent Board of Directors, and Mr. Xxxx van der Kaay shall have been elected Chairman of the Parent Board of Directors; (e) the Company shall have received an opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx P.C. 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 Closing Date, 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 Parent 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 Parent reasonably requested by counsel. If the opinion referred to in this Section 8.3(e) is not delivered, such condition shall be deemed to be satisfied if the Parent shall have received an opinion from Pillsbury Winthrop LLP or another law firm selected by Parent 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 relevant matters; and, (f) Parent shall have taken all action required with regard to the Merger Parent Rights Agreement as set forth in, and consistent with, Section 7.16, and Parent shall have provided the other transactions contemplated herebyCompany with a certificate, executed on behalf of Parent by an executive officer of Parent, confirming the condition set forth in this subparagraph (f) of Section 8.3.

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 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 Davix Xxxxxxxxxx x xegistration rights agreement in the Special Committee and form of Exhibit D hereto (the Board "Registration Rights Agreement"); (d) the 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 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, Janoxxxx & Xalkxx XXX, 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. In rendering such opinion, Paul, Hastings, Janoxxxx & Xalkxx XXX shall have received and may rely upon the other transactions contemplated herebyrepresentations contained 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 Closing are subject to the satisfaction (or waiver by the Company), at or before the Closing Date, of the following further conditions: (a) (i) each of Holding and Acquiror the Company shall have performed in all material respects all completed its due diligence investigation of its obligations hereunder required to be performed by it at or prior ACZ to the Effective TimeCompany’s satisfaction in the Company’s sole discretion, (b) at the time of the Closing, ACZ will have no liabilities, contingent or otherwise, other than as shown in the Final Closing Balance Sheet unless such liabilities have been specifically agreed to by the Company in writing, (ii) (Ac) the Closing shall not result in ACZ being debarred or losing its status with any third-Party or government payor for the provision of medical product manufacturing., (d) The representations and warranties of Holding and Acquiror contained made by the ACZ Parties in this Agreement that are qualified by reference to a Holding Material Adverse Effect shall be have been 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 be true and correct in all material respects when (other than representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made and at and as of the Effective Time Closing Date, except for changes therein permitted by this Agreement, (e) All ACZ Assets, are free and clear of all Encumbrances, other than in respect of the Long-Term Debt and Permitted Encumbrances, with ACZ having the full right, title, privileges, claims and interest in, whether owned or leased, real or personal, tangible or intangible, (f) Each of the ACZ Parties shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by such ACZ Parties prior to or at the Closing, (g) The Consents shall have been delivered to the Company, (h) No Order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby, (i) The ACZ Parties shall each have approved this Agreement and the transactions contemplated herein, (j) All consents, approvals, waivers, or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of ACZ after the Closing Date on the basis as if made at and as of such timepresently operated shall have been obtained, (k) The Non-Compete Agreements shall have been executed, and and (iiil) the The Company shall have received a certificate signed by all required regulatory approvals (including the Chief Executive Officer or President of each of Holding Nasdaq Stock Market LLC) and Acquiror to the foregoing effect; (b) each of Holding and Acquiror shall have obtained or made all consentsshareholder approval, approvalsif required, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 5.3, which if not obtained or made (i) would render consummation in respect 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 herebyTransaction.