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 transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions: (a) each of Parent and Merger Sub 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 of each of Time; (b) both (i) any applicable waiting period or periods under the following conditions, any HSR Act shall have expired or all of which may be waived in whole or in part by been terminated and (ii) the Company to the extent permitted by applicable Law:Condition Regulatory Approvals shall have been made or obtained, as applicable, and shall be in full force and effect; (ac) The (i) the representations and warranties of Parent contained in ‎Section 5.05(a) shall be true and Merger Sub set forth correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date); (ii) the representations and warranties of Parent contained in ‎Section 5.01 (other than the first third sentence of Section 4.01 (Organization thereof), ‎Section 5.02, ‎Section 5.04(i), ‎Section 5.21, ‎Section 5.22 and Qualification) and in Section 4.02 (Authority For This Agreement) ‎Section 5.23 shall be true and correct in all material respects both when made at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of the Closing (or, if such time (except to the extent expressly made representations and warranties are given as of an earlier another specific date, in which case at and as of such date). The ; (iii) the representations and warranties of Parent and Merger Sub set forth herein (other than those listed contained in the preceding sentence‎Section 5.09(a)(ii) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time the Closing; and (except iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to the extent expressly made materiality or Parent Material Adverse Effect, shall be true and correct at and as of an earlier the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, in which case at and as of such date), except except, in the case of this clause (iv) only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).;

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) The (i) the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and Acquiror contained in Section 4.02 5.12 (Authority For This Agreementdisregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects both when made and at and as of the Closing Date, except with respect to such representations and warranties which speak as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all material respects at and as of such date and (without giving effect ii) each of the other representations and warranties of Acquiror contained in this Agreement (disregarding any qualifications and exceptions contained therein relating to any materiality or materiality, material adverse effect qualifications contained thereinor any similar qualification or exception) both when made shall be true and at and correct as of the Closing 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 time (except to the extent expressly made as of an earlier date, except for, in which the case as of such datethis clause (ii), except where the failure of such representations and warranties to be so true and correct inaccuracies or omissions that would not reasonably be likely to have or result innot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.material adverse effect on Acquiror’s ability to consummate the transactions contemplated by this Agreement; (b) Parent each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed or complied in all material respects respects, including the covenant set forth in Section 8.2(b) with all agreements contained herein required respect to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Acquiror Warrantholder Approval; and (c) Parent Acquiror shall have delivered to filed a certificate of incorporation with the Company a certificateSecretary of State of Delaware and adopted bylaws (in substantially the forms attached as Exhibits A and B hereto, dated respectively, with such changes as may be agreed in writing by Axxxxxxx and the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(bCompany).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) (i) The representations and warranties of Parent OmniLit and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and contained in Section 4.02 5.1, Section 5.2, Section 5.3(a), Section 5.3(b), Section 5.12 and Section 5.14 shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties that speak as of an earlier date, which representations and warranties shall be true in all material respects at and as of such date, and (Authority For This Agreementii) each of the representations and warranties of OmniLit contained in this Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects both when made and at and respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, except for in which each case as of such datein this clause (ii), except where the failure of such representations inaccuracies or omissions that have not had, and warranties to be so true and correct would not reasonably be likely to have or result innot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.material adverse effect on OmniLit; (b) Parent Each of the covenants of OmniLit to be performed as of or prior to the Closing shall have been performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.respects; (c) Parent The certificate of incorporation of OmniLit and bylaws of OmniLit shall have delivered been amended and restated to be substantially in the forms of Exhibit C and Exhibit D, respectively, attached hereto; and (d) OmniLit shall have delivered, or caused to be delivered, to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified documents set forth in Section 7.03(a) and 7.03(b2.4(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment satisfaction (or waiver by the Company in its sole discretion) of the following further conditions: (i) Purchaser 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 of each of Closing, 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: (a) The representations and warranties of Parent and Merger Sub set forth Purchaser contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except time, and the Company shall have received a certificate signed by an executive officer of Purchaser to the extent expressly made foregoing effect; (ii) the Company shall have received a copy of the resolutions of the Board of Directors of Purchaser authorizing the Transactions, and complete and correct copies of Purchaser's certificate of incorporation and by-laws, or other charter documents, as applicable, including all amendments, modifications or supplements thereto which copies shall be certified by an executive officer of an earlier datePurchaser; (iii) Purchaser shall have entered into the Stockholders' Agreement and the License Agreement, in which case as of such date). The representations and warranties of Parent and Merger Sub on or before the Closing; and (iv) all litigation claims or disputes set forth herein in, related to or arising out of the complaint filed by the Company against Xxxxx Xxxxx and Xxxx Xxxxx in San Diego County Superior Court on September 20, 1999 (other than those listed Case No. GIC 735665) including any cross-complaints filed by Xxxxx Xxxxx and Xxxx Xxxxx against the Company and the proceedings commenced by any of the defendants in the preceding sentence) Delaware Chancery Court on November 9, 1999, shall be true have been settled or otherwise resolved and correct dismissed with prejudice in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made a manner and at and as of the Closing Date, as if made at and as of such time (except on terms satisfactory to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse EffectCompany. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction or waiver of the following further conditions: (i) Parent and Acquiror shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Effective Time of each of Time, (ii) (A) 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: (a) The representations and warranties of Parent and Merger Sub set forth Acquiror contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement that are qualified by reference to materiality or an Acquiror Material Adverse Effect shall be true and correct in all material respects both when made and at and as of the Closing DateEffective Time, as if made at and as of such time (except to the extent expressly provided that representations made as of an earlier date, in which case a specific date shall be required to be true and correct as of such datedate only). The , (B) the representations and warranties of the Parent and Merger Sub Acquiror set forth herein (other than those listed in the preceding sentence) Section 5.1, Section 5.2, Section 5.6 and Section 5.7 that are not qualified by Acquiror Material Adverse Effect shall be have been true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing DateEffective Time, as if made as of such time (provided that representations made as of a specific date shall be required to be true and correct as of such date only), and (C) all other representations and warranties of Parent and Acquiror shall be true and correct when made and at and as of the Effective Time as if made at and as of such time (except to the extent expressly provided that representations made as of an earlier date, in which case a specific date shall be required to be true and correct as of such datedate only), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result incorrect, individually or in the aggregate, a Parent does not have, and is not reasonably likely to have, an Acquiror Material Adverse Effect.Effect and (iii) the Company shall have received a certificate signed by the Chief Executive Officer or President of each of Parent and Acquiror to the foregoing effect; (b) Parent shall have performed obtained or complied in made all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time consents, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings identified on Section 9.2(b) of the ClosingCompany Disclosure Schedule; provided, except where however, that this condition shall be deemed satisfied if the failure of this condition is due to so perform willful breach by the Company of any of its material covenants in this Agreement; and (c) since the date of this Agreement, there shall not have occurred any change, event, occurrence, development or complycircumstance which, individually or in the aggregate, would not constitutes or could reasonably be reasonably likely expected to have a Parent result in, an Acquiror Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger is further subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of Parent and Merger Sub set forth in the first sentence of (i) Article 5 (other than Section 4.01 (Organization 5.01, Section 5.02, Section 5.04, Section 5.05, Section 5.06, Section 5.18 and Qualification) and in Section 4.02 (Authority For This Agreement5.20) shall be true and correct in all material respects both when at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at except where such failures to be so true and as of correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed except in the preceding sentencecase of the first sentence of Section 5.13) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, (ii) Section 5.05 shall be true and correct in all respects (without giving effect regard to any materiality or material adverse effect qualifications “materiality,” Material Adverse Effect and similar qualifiers contained thereinin such representations and warranties) both when at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, except for de minimis inaccuracies, and (iii) Section 5.01, Section 5.02, Section 5.04, Section 5.06, Section 5.18 and Section 5.20 shall be true and correct (without regard to “materiality,” Material Adverse Effect and similar qualifiers contained in such representations and warranties) in all material respects at and as if of the date of this Agreement and at and as of the Closing Date as though made at and as of such time (except to the extent expressly Closing Date; provided, however, that representations and warranties that are made as of an earlier datea particular date or period shall be true and correct (in the manner set forth in clauses (i), in which case (ii) and (iii), as applicable) only as of such date), except where the failure of such representations date and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.period; (b) Parent and its Subsidiaries shall have performed or and complied in all material respects with all agreements contained herein required the covenants and obligations under this Agreement contemplated to be performed or complied with by it Parent and its Subsidiaries prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effective Time; (c) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated as of the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, Effective Time certifying as to the fulfillment of that the conditions specified in Section 7.03(a9.03(a) and 7.03(b)Section 9.03(b) have been satisfied; and (d) since the date of this Agreement, there shall not have been any Circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following further conditions: (i) Each of Buyer and 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 of each of Time, 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: (a) The representations and warranties of Parent Buyer and Merger Sub set forth Subsidiary contained in the first sentence of Section 4.01 (Organization and Qualification) this Agreement and in Section 4.02 (Authority For This Agreement) any certificate or other writing delivered by Buyer or Merger Subsidiary pursuant hereto shall be true when made and correct (x) in respect of those representations and warranties that are qualified as to materiality, shall be true at and as to the Effective Time as if made at and as of such time, and (y) in respect of those representations and warranties that are not so qualified, shall be true in all material respects both when made and at and as of the Closing Date, Effective Time as if made at and as of such time (in each case except to the extent expressly made that such representations and warranties speak as of an earlier date, in which case as of such date). The representations ) and warranties of Parent and Merger Sub set forth herein (other than those listed in ii) the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent Company shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have received a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, certificate signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as Buyer to the fulfillment foregoing effect; (b) no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the conditions specified Merger and no proceeding which is likely to (i) prohibit, alter, prevent or materially delay the Merger, or (ii) except for any Section 1.07 Claims, prohibit, alter, prevent or materially delay the transactions contemplated hereby shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending; and (c) the Company shall have received all documents that the Company shall have reasonably requested relating to the existence of Buyer and Merger Subsidiary and the authority of the Buyer and Merger Subsidiary to enter into this Agreement, the Commitment Letters and the Financing Agreements, all in Section 7.03(a) form and 7.03(b)substance satisfactory to the Company.

Conditions to the Obligations of the Company. The obligation of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to consummate be performed on the transactions contemplated by this Agreement are Closing Date shall be subject to the fulfillment at satisfaction (or prior to waiver by the Effective Time Company) as of each the Closing Date 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: (ai) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations of the Company under the Master Disposition Agreement shall have been satisfied or shall be satisfied concurrently with the Closing or, with the consent of the Company, waived pursuant to the terms therein, and the acquisition contemplated by the Master Disposition Agreement shall be consummated concurrently with the Closing. (ii) The Company shall have received the closing deliveries described in Section 2(e) hereof and each agreement included therein shall be in full force and effect. (iii) The representations and warranties of Parent and Merger Sub set forth the Purchaser contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be have been true and correct in (disregarding all qualifications and exceptions contained therein relating to materiality, material respects both adverse effect or similar qualifications) when made and at and as of the Closing Date, Date as if though made at on and as of such time the Closing Date (except to the extent such representations and warranties expressly made as of relate to an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at on and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely have a material adverse effect on the Purchaser’s ability to have or result in, individually or consummate the aggregate, a Parent Material Adverse Effecttransactions contemplated by this Agreement. (biv) Parent There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. (v) The Purchaser shall have performed or complied in all material respects with all agreements contained herein obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed such parties by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Closing Date.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each of the following conditionssatisfaction, any or all of which may be waived in whole or in part by the Company or, to the extent permitted by applicable Applicable Law, waiver by the Company of, on or prior to the Closing, of the following conditions: (a) The the representations and warranties of Parent and Merger Sub set forth in the first sentence of in: (i) Section 4.01 5.02 (Organization Corporate Authorization), Section 5.03 (Consents and QualificationApprovals; No Violations) and in Section 4.02 5.11 (Authority For This AgreementBrokers’ Fees) shall be true and correct in all material respects both when made (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” and at words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent any such representation or warranty expressly made as of an earlier relates to a specified date, in which case such representation or warranty shall be so true and correct only on and as of such specific date). The , and (ii) Article 5 (other than the representations and warranties of Parent and Merger Sub set forth herein (other than those listed referred to in the preceding sentenceforegoing clause (i)) hereof shall be true and correct in (disregarding all respects (without giving effect qualifications or limitations as to any materiality or material adverse effect qualifications contained “materiality,” “Parent Material Adverse Effect” and words of similar import set forth therein) both when made and at as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent expressly such representations and warranties are made on and as of an earlier a specified date, in which case such representation or warranty shall be so true and correct only as of such specified date), except in the case of this clause (ii) only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all agreements contained herein obligations required to be performed or complied with by it under this Agreement at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing Date; and (c) Parent the Company shall have delivered to received at the Company Closing a certificate, dated the date certificate signed on behalf of the Closing, signed Parent by the Chief Executive Officer or the Chief Financial Officer of Parent, Parent certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a) and Section 7.03(b)) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) (i) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and Acquiror contained in Section 4.02 (Authority For This Agreement) 5.12 shall be true and correct in all material but de minimis respects both when made and at and as of the Closing Date, except with respect to such representations and warranties which speak as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (without giving effect ii) each of the representations and warranties of Acquiror contained in this Agreement (other than Section 5.12) (disregarding any qualifications and exceptions contained therein relating to any materiality or materiality, material adverse effect qualifications contained thereinor any similar qualification or exception) both when made shall be true and at and correct as of the Closing 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 time (except to the extent expressly made as of an earlier date, except for, in which each case as of such datethis clause (ii), except where the failure of such representations and warranties to be so true and correct inaccuracies or omissions that would not reasonably be likely to have or result innot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.material adverse effect on the ability of Acquiror or Merger Sub to perform their obligations under this Agreement; (b) Parent Each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.respects; and (c) Parent The Available Acquiror Cash shall have delivered to be no less than the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Minimum Available Acquiror Cash Amount.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following further conditions: (a) (i) the 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 of each of Time, (ii) 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: (a) The representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) this Agreement and in Section 4.02 any certificate or other writing delivered by Parent pursuant hereto (Authority For This Agreementx) that are qualified by materiality or Material Adverse Effect shall be true and correct in all material respects both when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made such representations and warranties speak as of an earlier datetime, in which case such representations and warranties shall be true as of such dateearlier time). The representations , and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentencey) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made such representations and warranties speak as of an earlier datetime, in which case as of such date), except where the failure of such representations and warranties shall be true as of such earlier time) and (iii) the Company shall have received a certificate signed by an executive officer of Parent to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.foregoing effect; (b) Parent the Company shall have performed or complied received an opinion of Xxxxxxx & Baris, L.L.P. in all material respects with all agreements contained herein required form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, to the effect that the Merger will be performed or complied with by it prior to or at for federal income tax purposes a reorganization qualifying under the time provisions of Section 368(a) of the ClosingCode and that each of Parent and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, except where such counsel shall be entitled to rely upon representations of officers of Parent and the failure to so perform or comply, Company substantially in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.form of Exhibit D and E hereto; and (c) Parent shall have delivered executed and delivered, subject to the Company a certificate, dated the date effectiveness of the ClosingMerger, signed all supplemental and amended documents required to be executed by Parent to effect the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Trust Preferred Assumption.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Closing is subject to the fulfillment satisfaction at or prior to the Effective Time of each Closing Date 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: (a) The the representations and warranties of Parent and Merger Sub Newco set forth in this Agreement that are qualified as to materiality shall be true and correct, and the first sentence representations and warranties of Section 4.01 (Organization and Qualification) and Newco set forth in Section 4.02 (Authority For This Agreement) this Agreement that are not so qualified shall be true and correct in all material respects both when respects, in each case as of the Closing Date, as though made and at on and as of the Closing Date, as if made at and as of such time (except to the extent the representation or warranty is expressly made as of an earlier limited by its terms to another date, in and the Company shall have received a certificate (which case certificate may be qualified by knowledge to the same extent as of such date). The the representations and warranties of Parent and Merger Sub set forth Newco contained herein (other than those listed in the preceding sentenceare so qualified) shall be true and correct in all respects (without giving effect signed on behalf of Newco by an executive officer of Newco to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.effect; (b) Parent each of the obligations of Newco to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed or complied in all material respects with all agreements contained herein required to be performed at or complied with by it prior to or before the Closing Date and at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent Closing Newco shall have delivered to the Company a certificate, dated certificate signed on behalf of Newco by an executive officer of Newco to such effect; (c) each holder of shares of Company Preferred Stock issued and outstanding on the date hereof shall have entered into an agreement with the Company in the form set forth as Exhibit F hereto (the "Company Preferred Stock Agreement"); (d) the Banks shall have entered into an agreement with the Company in the form set forth in Exhibit G hereto (the "Bank Agreement"); (e) the Company shall have received the opinion of Xxxxxxxxxx, Xxxxxx & Xxxxxxx, L.L.P., in the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified form set forth in Section 7.03(a) and 7.03(b)Exhibit H hereto.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction (or prior to waiver by the Effective Time of each Company) of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The each of the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in all material respects both when made and at and accurate as of the Closing Date, as if made at and as of such time (except to the extent expressly made other than those representations and warranties that address matters only as of an earlier datea particular date or only with respect to a specific period of time, in which case representations and warranties need only be true and accurate as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect date or with respect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such dateperiod), except where the failure of such representations and warranties to be so true and correct accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) would not reasonably be likely to have or result innot, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; (b) each of Parent and Sub shall have performed in all material respects all of the respective obligations hereunder required to be performed by Parent or Sub, as the case may be, at or prior to the Closing; (c) the Company shall have received a certificate signed by the chief financial officer of Parent, dated as of the Closing Date, to the effect that, to the knowledge of such officer, the conditions set forth in Section 7.3(a) and Section 7.3(a) have been satisfied; and (d) Parent shall have delivered to the Company a certificate, dated in form and substance reasonably satisfactory to the date Company, to the effect that, at the Effective Time, after giving effect to the Merger and the other transactions contemplated hereby, none of the ClosingSurviving Corporation or any of its Subsidiaries will (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), signed by the Chief Executive Officer (ii) have unreasonably small capital with which to engage in its business or Chief Financial Officer of Parent, certifying (iii) have incurred or plan to incur debts beyond its ability to pay as to the fulfillment of the conditions specified in Section 7.03(a) they become absolute and 7.03(b)matured.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger is subject to the fulfillment satisfaction, or, to the extent permitted by Law, waiver by the Company of, at or prior to the Effective Time of each Closing, 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: (a) The the representations and warranties of Parent and Merger Sub set forth in the first sentence Article 5 (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” and words of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub similar import set forth herein (other than those listed in the preceding sentencetherein) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent for any such representation or warranty that is expressly made as of an earlier a specified date, in which case such representation or warranty shall be so true and correct only on and as of such specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely expected to have prevent or result in, individually materially delay the ability of Parent and Merger Sub to perform their respective obligations under this Agreement or to consummate the aggregate, a Parent Material Adverse Effect.Transactions; (b) Parent and Merger Sub shall have performed or and complied in all material respects with all agreements contained herein covenants required to be performed or complied with by it Parent or Merger Sub under this Agreement on or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing Date; and (c) Parent the Company shall have delivered to received at the Company Closing a certificate, dated the date certificate signed on behalf of the Closing, signed Parent by the Chief Executive Officer or Chief Financial Officer any authorized officer of Parent, Parent certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a) and Section 7.03(b)) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable LawLaws: (a) The representations and warranties of Parent and Merger Sub (i) set forth in Section 4.3 shall be true and correct in all respects as of the first sentence date of this Agreement and as of the Closing Date as if made on and as of such date and time, (ii) set forth in Section 4.01 (Organization and Qualification4.2(a), Section 4.2(b) and Section 4.22 shall be true and correct in Section 4.02 all but de minimis respects as of the date of this Agreement and as of the Closing Date as if made on and as of such date and time (Authority For This Agreementexcept for representations and warranties made as of a specified date, only as of the specified date) and (iii) set forth in this Agreement (other than those Sections specifically identified in clause (i) and (ii)), to the extent qualified by materiality or Parent Material Adverse Effect, shall be true and correct and, to the extent not so qualified, shall be true and correct in all material respects both when made and at respects, in each case as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time the Closing Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, in which case as of such date). The representations need be true and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be correct, or true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and respects, as the case may be, only as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all covenants and agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) Since the date of this Agreement, except where the failure there shall not have been any effect, change, event or occurrence that has had or would reasonably be expected to so perform have, individually or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (cd) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer a designated director of ParentParent and a designated director of Merger Sub, certifying as to the fulfillment of the conditions specified in Section 7.03(a7.3(a), Section 7.3(b) and 7.03(bSection 7.3(c).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction (or written waiver, if permissible under applicable Law) on or prior to the Closing of the following further conditions: (a) (i) Each of Parent and Merger Sub 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 of each of Time, (ii) 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: (a) The representations and warranties of Parent and Merger Sub set forth (except the representations or warranties in the first sentence Section 5.2 (Authorization; Validity of Section 4.01 (Organization and QualificationAgreement; Necessary Action)) that are contained in this Agreement and in any certificate or other writing delivered by Parent pursuant hereto (which shall, for the purposes of this Section 4.02 (Authority For This Agreement8.3(a), be read without any qualification contained therein as to materiality or Material Adverse Effect on Parent) shall be true and correct in all material respects both when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case such representation and warranty (as so read) shall be true as of such earlier date). The , with such exceptions as have not had and would not reasonably be expected to have, whether individually or in the aggregate, a Material Adverse Effect on Parent, and (iii) the representations and warranties of Parent and Merger Sub set forth herein contained in Section 5.2 (other than those listed in Authorization; Validity of Agreement; Necessary Action), which shall, for the preceding sentence) purposes of this Section 8.3(a), be read without any qualification contained therein as to materiality or Material Adverse Effect on Parent, shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, Effective Time in all material respects as if made at and as of such time (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case such representation and warranty (as so read) shall be true in all material respects as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.; and (b) Parent The Company shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time received a certificate dated as of the Closing, except where Closing Date signed on behalf of Parent by the failure to so perform chief executive officer or comply, in the aggregate, would not be reasonably likely to have a another senior officer of Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger is further subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub set forth in the (i) Article 5 (other than in Sections 5.01 (first sentence of Section 4.01 (Organization and Qualificationonly) and 5.02) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except where such failures to be so true and correct (without regard to “materiality,” Parent Material Adverse Effect and similar qualifiers contained in Section 4.02 such representations and warranties) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (Authority For This Agreementii) Sections 5.01 (first sentence only) and 5.02 shall be true and correct in all material respects both when at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at provided, however, that representations and as of such time (except to the extent expressly warranties that are made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) a particular date or period shall be true and correct (in all respects the manner set forth in clauses (without giving effect to any materiality or material adverse effect qualifications contained thereini) both when made and at and as of the Closing Date(ii), as if made at and applicable) only as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations date and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.period; (b) Parent and its Subsidiaries shall have performed or and complied in all material respects with all agreements contained herein required the covenants and obligations under this Agreement contemplated to be performed or complied with by it Parent and its Subsidiaries prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effective Time; and (c) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated as of the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, Effective Time certifying as to the fulfillment of that the conditions specified in Section 7.03(a9.03(a) and 7.03(b)Section 9.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction or (to the extent permitted by Applicable Law) waiver by the Company of the following further conditions: (a) each of Parent and Merger Subsidiary shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Effective Time of each of Time; (b) except as set forth in the following conditionssentence, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub set forth Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent and Merger Subsidiary pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which need be true only as of such time), except where the failure of such representations to be so true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein) has not had and would not reasonably be expected to have, individually or in the first sentence aggregate, a Material Adverse Effect on Parent. In addition, the representations and warranties of Parent and Merger Subsidiary contained in Section 4.01 5.02 (Organization and QualificationCorporate Authorization) and in Section 4.02 5.06 (Authority For This AgreementFinders’ Fees) shall be true and correct in all material respects both when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made other than representations and warranties that by their terms address matters only as of an earlier dateanother specified time, in which case need be true only as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such datetime), except where the failure of with only such representations exceptions as have not had and warranties to be so true and correct would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effect on Parent; and (c) Parent the Company shall have delivered to received a certificate executed on behalf of Parent by an executive officer of Parent regarding the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment satisfaction of the conditions specified set forth in Section 7.03(aSections 9.03(a) and 7.03(b9.03(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction (or, to the extent permitted by Applicable Law, waiver) of the following further conditions: (a) (i) each of Parent and 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 of each of Time; (ii) (A) 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: (a) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) Subsidiary that are qualified by reference to Parent Material Adverse Effect shall be true and correct in all material respects both when made at and as of the date of this Agreement and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made other than any such representations and warranties that by their terms address matters only at and as of an earlier dateanother specified time, in which case shall be true and correct only at and as of such datetime). The , (B) the representations and warranties of Parent and Merger Sub set forth herein (other than those listed Subsidiary contained in the preceding sentence) Section 5.07 shall be true and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made at and as of the date of this Agreement and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of other than any such representations and warranties to that by their terms address matters only at and as of another specified time, which shall be so true and correct in all material respects only at and as of such time) and (C) all other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto shall be true and correct (disregarding all materiality qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, only such exceptions as have not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect.; and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and (b) Parent there shall not have performed been instituted and remain pending any unresolved action or complied in all material respects with all agreements contained herein required proceeding by any Governmental Authority seeking to be performed make illegal, enjoin or complied with by it prior otherwise to restrain or at prohibit the time consummation of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectMerger. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following conditions: (a) Parent and Merger Sub shall have performed in all material respects each of their obligations under this Agreement required to be performed by them at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law:Time; (ab) The (i) the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and QualificationSections 5.01, 5.02, 5.04(a) and in Section 4.02 (Authority For This Agreement) 5.06 of this Agreement shall be true and correct in all material respects both when made as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time Effective Time (except to the extent any such representation or warranty expressly made as of relates to an earlier datedate or period, in which case as of such datedate or period). The ; (ii) the representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) Section 5.05 of this Agreement shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained thereinexcept for de minimis inaccuracies) both when made as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time Effective Time (except to the extent any such representation or warranty expressly made as of relates to an earlier datedate or period, in which case as of such datedate or period); (iii) the representation and warranty of Parent set forth in Section 5.12 of this Agreement shall be true and correct in all respects as of the date of the Agreement; and (iv) the representations and warranties of Parent set forth in this Agreement (other than those referred to in the preceding clauses (i)-(iii)) shall be true and correct as of the date of this Agreement and at and as of the Effective Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregatecase of clauses (i), would (ii) and (iv) disregarding for this purpose all “Parent Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties; (c) there shall not be reasonably likely to have occurred since the date hereof a Parent Material Adverse Effect.; and (cd) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated the date as of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, Closing Date certifying as to the fulfillment of that the conditions specified in Section 7.03(aparagraphs (a), (b) and 7.03(b)(c) of this Section 9.03 have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company and SCCII to consummate the transactions contemplated by this Agreement Mergers are subject to the fulfillment at satisfaction (or prior to waiver by the Effective Time of each Company) of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The each of the representations and warranties of Parent and the Merger Sub Subs, (i) set forth in the first sentence of Section 4.01 (Organization and Qualification5.2(a), Section 5.2(b) and in Section 4.02 Sections 5.3(a) – (Authority For This Agreementc) shall be true and correct accurate in all material respects both when made and at as of the date of this Agreement and as of the Closing Date, Date as if made at on and as of the Closing Date (unless any such time (except to the extent expressly made representation or warranty addresses matters only as of an earlier date, a particular date or with respect to a specific period in which case as of event such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) representation or warranty shall be true and correct only as of such particular date or with respect to such specific period) and (ii) set forth in all respects this Agreement, other than those Sections specifically identified in clause (without giving effect to any materiality or material adverse effect qualifications contained thereini) both when made of this Section 7.3(a), shall be true and at correct as of the date of this Agreement and as of the Closing Date, Date (unless any such representation or warranty addresses matters only as if made at of a particular date or with respect to a specific period in which event such representation or warranty shall be true and correct only as of such time (except particular date or with respect to the extent expressly made as of an earlier datesuch specific period), except, in which the case as of such datethis clause (ii), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely (without giving effect to have or result in, individually or the aggregate, a any limitation as to Parent Material Adverse Effect. (b, “materiality” or “material adverse effect” set forth therein) Parent shall have performed would not, individually or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not reasonably be reasonably likely expected to have a Parent Material Adverse Effect.; (b) each of Parent and each Merger Sub shall have performed in all material respects all of the respective obligations hereunder required to be performed by Parent or such Merger Sub, as the case may be, at or prior to the Closing; and (c) Since December 31, 2014 there shall not (i) have occurred or come into existence and (ii) be continuing a Parent Material Adverse Effect; and (d) the Company shall have delivered to the Company received a certificate, dated the date of the Closing, certificate signed by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent, certifying dated as of the Closing Date, to the fulfillment effect that, to the knowledge of such officer, the conditions specified set forth in Section 7.03(a7.3(a), Section 7.3(b) and 7.03(b)Section 7.3(c) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger is subject to the satisfaction of the following additional conditions, any one or more of which may be waived (if legally permitted) in writing by the Company: (a) Each of the representations and warranties of Acquiror and Merger Sub contained in this Agreement (without giving effect to any materiality qualification therein), other than the representations and warranties set forth in Section 4.1, Section 4.2, Section 4.3 and Section 4.8, shall be true and correct in all respects as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall have been true and correct at and as of such date, except for, in each case, any inaccuracy or omission that would not reasonably be expected to materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each in accordance with this Agreement. (b) Each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent Acquiror and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and contained in Section 4.02 (Authority For This Agreement) 4.1, Section 4.2 and Section 4.3 shall be true and correct in all material respects both when as of Closing Date, as if made and anew at and as of that time. (c) The representation and warranty of Acquiror and Merger Sub contained in Section 4.8 shall be true and correct as of the Closing Date, as if made anew at and as of such time that time. (except to d) Each of the extent expressly made as covenants of an earlier date, in which case as of such date). The representations and warranties of Parent Acquiror and Merger Sub set forth herein (other than those listed in to be performed as of or prior to the preceding sentence) Closing shall be true and correct have been performed in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effectrespects. (be) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent Acquiror shall have delivered to the Company a certificatecertificate signed by an officer of Acquiror, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of ParentClosing Date, certifying as that, to the fulfillment knowledge of such officer, in his or her corporate capacity only and not individually, the conditions specified in Section 7.03(a8.3(a), Section 8.3(b), Section 8.3(c) and 7.03(b)Section 8.3(d) have been fulfilled.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following further conditions: (a) each of Parent and 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 of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law:Time; (ab) The (i) the representations and warranties of Parent and Merger Sub Subsidiary contained in this Agreement (other than the representations and warranties set forth in the first sentence of Section 4.01 5.05) (Organization disregarding, for this purpose, all exceptions in those representations and Qualification) and in Section 4.02 (Authority For This Agreement) warranties relating to materiality, Parent Material Adverse Effect or any similar standard or qualification), shall be true and correct in all material respects both when made and at and as of the Closing Datedate hereof and the Effective Time, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. Effect as of the Effective Time, and (bii) Parent the representations and warranties set forth in Section 5.05 shall have performed or complied be true and correct in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time and as of the Closingdate hereof and the Effective Time, as if made at and as of the Effective Time (except where to the failure to so perform or complyextent expressly made as of a specified date, in which case as of such date), provided that the aggregate, would not condition set forth in this clause (ii) shall be reasonably likely deemed satisfied if the actual number of shares of Parent Common Stock or other securities outstanding or issuable under options to have a purchase Parent Material Adverse Effect.Common Stock outstanding as of the date hereof is greater or less than the number represented in Section 5.05 by no more than 1%; and (c) Parent the Company shall have delivered received a certificate signed by an authorized officer of Parent to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at or prior to the Effective Time of each satisfaction 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: (a) The the representations and warranties of Parent and Merger Sub set forth in this Agreement that are qualified as to materiality (including, without limitation, by use of the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreementterm "Parent Material Adverse Effect") shall be true and correct in all material respects both when made and at on and as of the Closing Date, Date as if made at on and as of such time date (except to the extent expressly made other than representations and warranties which address matters only as of an earlier date, in a certain date which case shall be true and correct as of such certain date). The , and the representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) this Agreement that are not so qualified shall be true and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, Date as if made at on and as of such time date (except to the extent expressly made other than representations and warranties which address matters only as of an earlier date, a certain date which shall be true and correct in which case all material respects as of such certain date), except where and the failure Company shall have received a certificate of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually the Chief Executive Officer or the aggregate, a Chief Financial Officer of Parent Material Adverse Effect.to such effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all agreements contained herein and covenants required by this Agreement to be performed or complied with by it them on or prior to or at the time of Effective Time and the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent Company shall have delivered to the Company received a certificate, dated the date certificate of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent to such effect; and (c) Parent shall have taken all such actions as shall be necessary so that (i) the Parent Charter Amendment and the Amended Parent By-laws shall become effective not later than the Effective Time and (ii) at the Effective Time, the composition of Parent, certifying as to 's Board of Directors shall comply with the fulfillment provisions of the conditions specified in Section 7.03(a) and 7.03(b)6.15 hereof.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction (or prior to waiver by the Effective Time of each Company) of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of Parent and the Merger Sub Subs set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement5.2(a) shall be true and correct in all material respects accurate (except for de minimis inaccuracies) both when made and at and as of the Closing Date, Date as if made at and as of such time date (except to the extent expressly made other than those representations and warranties that address matters only as of an earlier date, in a particular date or only with respect to a specific period of time which case representations and warranties need only be true and accurate as of such datedate or with respect to such period). The , (ii) the representations and warranties of Parent and the Merger Sub Subs set forth herein in Sections 5.3 and 5.22 shall be true and accurate both when made and as of the Closing Date as if made at and as of such date (other than those listed representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which representations and warranties need only be true and accurate as of such date or with respect to such period) and (iii) all other representations and warranties of Parent and the Merger Subs set forth in the preceding sentence) this agreement shall be true and correct accurate in all respects (without giving effect to any materiality limitation as to “materiality” or material adverse effect qualifications contained “Parent Material Adverse Effect” set forth therein) both when made and at and as of the Closing Date, Date as if made at and as of such time date (except to the extent expressly made other than those representations and warranties that address matters only as of an earlier date, in a particular date or only with respect to a specific period of time which case representations and warranties need only be true and accurate as of such date), date or with respect to such period) except where the failure of such representations and warranties to be so true and correct accurate would not reasonably be likely to have or result innot, individually or in the aggregate, have a Parent Material Adverse Effect.; (b) each of Parent and each Merger Sub shall have performed or complied in all material respects with all agreements contained herein of the respective obligations and covenants hereunder required to be performed or complied with by it Parent or the Merger Subs, as the case may be, at or prior to or at the time Closing; (c) the Company shall have received a certificate signed by an executive officer of Parent, dated as of the ClosingClosing Date, except where to the failure effect that, to so perform the knowledge of such officer, the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied, and setting forth the Net Asset Value of Parent for purposes of Section 3.1(d); and (d) since the date of this Agreement, no fact(s), change(s), event(s), development(s) or complycircumstance(s) shall have occurred, arisen or come into existence or first become known to the Company, or any worsening thereof (only to the extent of such worsening), and which has had or would reasonably be expected to have, individually or in the aggregateaggregate with all such other fact(s), would not be reasonably likely to have change(s), event(s), development(s) or circumstance(s), a Parent Material Adverse Effect. (c) Parent shall have delivered ; provided that information as and to the Company a certificateextent set forth in any Parent SEC Report filed after January 1, dated 2015 and publicly available prior to the date of this Agreement and only as and to the Closingextent disclosed therein (other than disclosures in any exhibits or schedules thereto or in any documents incorporated by reference therein, signed and other than any forward-looking disclosures set forth in any “risk factor” section and any disclosures in any section relating to “forward-looking statements” to the extent they are primarily predictive or forward looking in nature) shall be deemed to have been known by the Chief Executive Officer or Chief Financial Officer of Parent, certifying Company as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)date of this Agreement.

Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the transactions contemplated by this Agreement Merger are also subject to the fulfillment at satisfaction or waiver by the Company on or prior to the Effective Time of each Closing Date 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: (a) (i) The representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 3.1 (Organization and Qualification) and in Section 4.02 3.2(a) (Authority For This AgreementAuthority) shall be true and correct in all material respects both when made (except for representations and at warranties in any such sections qualified as to materiality or a Parent Material Adverse Effect, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, Date as if though made at and on or as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case, they shall be true and correct in all material respects or in all respects, as the case may be, as of such earlier date). The ) and (ii) the representations and warranties of Parent and Merger Sub set forth herein (in this Agreement other than those listed specified in the preceding sentenceclause (i) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at as of the date of this Agreement and as of the Closing Date, Date as if though made at and on or as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case case, they shall be true and correct as of such earlier date), except where the failure for any such failures of any of such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality or Parent Material Adverse Effect) that would not reasonably be likely to have or result innot, individually or in the aggregate, have a Parent Material Adverse Effect; (b) Each of Parent and Merger Sub shall have performed in all material respects all of its material covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date; and (c) The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to the effect that the conditions in clauses (a) and (b) above have been so satisfied; and (d) From the date of this Agreement through the Effective Time, there shall not have occurred any events, conditions, states of facts or developments that have had, individually or in the aggregate, a Parent Material Adverse Effect, the effects of which are continuing on the Closing Date. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Mergers is subject to the fulfillment satisfaction, at or prior to the Effective Time of each Closing, 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: (a) The the representations and warranties of the Parent and Merger Sub Parties set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made on the date hereof and at and as of on the Closing Date, Date as if made at and as of such time on the Closing Date (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case such representation and warranty shall have been true and correct as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality” or words of similar import) would not reasonably be likely to have or result innot, individually or in the aggregate, a prevent, materially delay or materially impair any Parent Material Adverse Effect.Party’s ability to consummate the Transactions; (b) the Parent Parties shall each have performed or complied in all material respects with all agreements contained herein obligations required to be performed or complied with by it under this Agreement at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing Date; (c) Parent the Company shall have delivered to received at the Company Closing a certificate, dated the date certificate signed on behalf of the Closing, signed Parent by the Chief Executive Officer or the Chief Financial Officer of ParentParent certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (d) the Excluded Asset Closings shall have occurred; and (e) the Closing Dividend shall have been paid in full. For the avoidance of doubt, certifying as the Closing Dividend to be received prior to the fulfillment Closing by holders of the conditions specified Company Common Stock and OP Units is in Section 7.03(aaddition to (and shall not reduce) and 7.03(b)their respective rights to receive the Merger Consideration in full hereunder.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Merger is subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of Parent and Merger Sub set forth Acquisition contained in the first sentence of Section 4.01 (Organization and Qualification) and this Agreement or in Section 4.02 (Authority For This Agreement) any other document delivered pursuant hereto shall be true and correct in all material respects both when made and at and as of the Closing Date, Effective Time with the same effect as if made at and as of such time the Effective Time (except to the extent expressly made as of such representations specifically related to an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where provided that the failure representations of such representations Parent and warranties Acquisition which are not qualified by materiality or Material Adverse Effect shall be deemed for all purposes of this Agreement to be so true and correct would if, in the aggregate the breaches of all such representations, if any, do not reasonably be likely to have a Material Adverse Effect on Parent or result in, individually Acquisition or the aggregatevalidity of the Merger, and, at the Closing, Parent and Acquisition shall have delivered to the Company a Parent Material Adverse Effect.certificate to that effect; (b) each of 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 or complied in all material respects with all agreements contained herein required to be performed at or complied with by it prior to or before the Effective Time and, at the time of the Closing, except where Parent and Acquisition shall have delivered to the failure Company a certificate to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.that effect; (c) Parent shall have delivered obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on Parent or Acquisition or the validity of the Merger; and (d) the Directors of the Company a certificate, dated and the date Company shall have received the opinion of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying legal counsel to Parent as to the fulfillment of the conditions specified matters set forth in Section 7.03(a) and 7.03(b).Exhibit A.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger is further subject to the fulfillment satisfaction (or waiver if permissible under Applicable Law) at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The (i) the representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement that are qualified by “Parent Material Adverse Effect” shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent such representations and warranties expressly made as of an earlier relate to a specific date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of such date) and (ii) the other representations and warranties of Parent contained in this Agreement shall be true and correct at the Closing Date, as if made at and as of such time (except to the extent expressly made that such representation and warranty speaks as of an earlier a particular date, in which case such representation and warranty shall be true and correct as of such that date), except where the failure of such the representations and warranties referred to in this clause (ii) to be so true and correct correct, individually or in the aggregate, has not had, and would not reasonably be likely expected to have or result in, individually or the aggregatehave, a Parent Material Adverse Effect.; (b) Parent shall not have performed breached in any material respect, or complied failed to perform in all material respects with all agreements contained herein required respects, its obligations under this Agreement contemplated to be performed at or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effective Time; and (c) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated the date as of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, Closing Date certifying as to the fulfillment of that the conditions specified in Section 7.03(a9.03(a) and 7.03(b)Section 9.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the transactions contemplated by this Agreement Merger are also subject to the fulfillment at satisfaction or waiver by the Company on or prior to the Effective Time of each Closing Date 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: (a) The (i) the representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Charter and Bylaws), 3.3 (Capital Stock) and in Section 4.02 3.4(a) (Authority For This AgreementAuthority) shall be true and correct in all material respects both when made (except for representations and at warranties in any such sections qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, Date as if though made at and on or as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date). The ) and (ii) the representations and warranties of Parent and Merger Sub set forth herein (in this Agreement other than those listed specified in the preceding sentenceclause (i) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at as of the date of this Agreement and as of the Closing Date, Date as if though made at and on or as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), in each case except where the failure of any such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality or Parent Material Adverse Effect) would not reasonably be likely to have or result innot, individually or in the aggregate, have a Parent Material Adverse Effect; (b) Each of Parent and Sub shall have performed in all material respects all of its covenants required to be performed by it under this Agreement at or prior to the Closing Date; (c) The Company shall have received a certificate signed on behalf of Parent by an executive officer of Parent to the effect that the conditions in clauses (a) and (b) above have been so satisfied; (d) The Company shall have received an opinion (reasonably acceptable in form and substance to the Company) from Xxxxx Xxxxx L.L.P., dated as of the Closing Date, to the effect that for federal income tax purposes (i) the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent and the Company will be a party to such reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn, revoked or modified. Such opinion will be based upon representations of the Parties contained in this Agreement and in the tax representation letters described in Section 5.16; and (e) From the date of this Agreement through the Closing, there shall not have occurred any change in the condition (financial or otherwise), operations, business or properties of Parent and its subsidiaries that constitutes or is reasonably likely to constitute a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in writing in whole or in part by the Company to the extent permitted by applicable Lawlaw: (a) The the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization 5.1 that are qualified as to materiality or Material Adverse Effect shall be true and Qualification) correct and in Section 4.02 (Authority For This Agreement) those that are not so qualified shall be true and correct in all material respects both when made and at respects, in each case as of the date of this Agreement, and as of the Closing Date, Effective Time with the same force and effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, as if made at and as of such time Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case except where as permitted or contemplated by this Agreement (it being understood that for purposes of determining the failure accuracy of such representations and warranties any update or modification to be so true and correct would not reasonably be likely the Parent Disclosure Schedule made or purported to have or result in, individually or been made without the aggregate, a Parent Material Adverse EffectCompany’s written consent thereto shall be disregarded). (b) Parent and its Subsidiaries shall have performed or complied in all material respects with all its agreements contained herein and covenants required to be performed or complied with by it under this Agreement as of or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effective Time; (c) Parent shall have delivered to the Company a certificate, dated the date certificate of the Closing, signed by the its Chief Executive Officer or and Chief Financial Officer of Parent, certifying as to the fulfillment effect that each of the conditions specified in Section 7.03(a7.1 (as it relates to Parent) and 7.03(b)clauses (a) and (b) of this Section 7.2 is satisfied in all respects; and (d) The Parent Stockholder Agreements shall remain in full force and effect.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Merger is subject to the fulfillment satisfaction at or prior to the Effective Time of each 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: (a) The each of the representations and warranties of Parent and Merger Sub set forth Acquisition contained in the first sentence of Section 4.01 (Organization this Agreement, disregarding all qualifications and Qualification) and in Section 4.02 (Authority For This Agreement) exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct in all material respects both when made and at as of the date of this Agreement and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The other than representations and warranties that address matters only as of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) a certain date, which shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such certain date), except where the failure of such the representations and warranties to be so true and correct would not reasonably be likely to have or result innot, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; and the Company shall have received a certificate signed on behalf of Parent to such effect; (cb) each of 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 at or before the Effective Time, and at the Closing Parent and Acquisition shall have delivered to the Company a certificate, dated certificate to that effect; (c) the date shares of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as Parent Common Stock issuable to the fulfillment 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 the conditions specified in Section 7.03(aissuance; and (d) and 7.03(b)there shall have been no events, changes or effects with respect to Parent or its subsidiaries having a Parent Material Adverse Effect.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger, or to permit the consummation of the Merger, are subject to the fulfillment at or prior to the Effective Time of each of the following conditionssatisfaction or, any or all of which may be waived in whole or in part by the Company to the extent if permitted by applicable Law, waiver of the following further conditions: (a) The each of the representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement that is qualified by materiality shall be true true, complete and correct in all material respects both when made and at on and as of the Closing Date, Effective Time as if made at and as of such time the Effective Time (except to the extent expressly made other than representations and warranties which address matters only as of an earlier datea certain date which shall be true, in which case complete and correct as of such certain date). The ) and each of the representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) that is not so qualified shall be true true, complete and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, Effective Time as if made at and as of such time the Effective Time (except to the extent expressly made other than representations and warranties which address matters only as of an earlier datea certain date which shall be true, complete and correct in which case all material respects as of such certain date), in each case except where as contemplated or permitted by this Agreement, and the failure Company shall have received a certificate of an authorized officer of Parent to such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.effect; (b) Parent shall have performed or complied in all material respects with all material agreements contained herein and covenants required by this Agreement to be performed or complied with by it on or prior to or at the time Effective Time and the Company shall have received a certificate of the Closing, except where the failure an authorized officer of Parent to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.that effect; (c) Parent The Company shall have obtained the requisite consent of its shareholders; and (d) Parent and the Escrow Agent shall have executed and delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Escrow Agreement.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction or prior to waiver by the Effective Time of each Company 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: (a) The representations and warranties of Parent and Merger Sub Subsidiary set forth in the first sentence of (i) Section 4.01 (Organization and Qualification) and in 5.2, or Section 4.02 (Authority For This Agreement) 5.11 shall be true and correct in all material respects both when made and at as of the date of this Agreement and as of immediately prior to the Closing Date, Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of other than such date). The representations and warranties that by their terms address matters only as of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) another specified time, which shall be true and correct in all respects only as of such time), (ii) all of the remaining representations and warranties of Parent and Merger Subsidiary set forth in this Agreement, without giving effect to any materiality or material adverse effect qualifications contained therein) both when made shall be true and correct as of the date of this Agreement and at and as of immediately prior to the Closing Date, Date as if made at and as of such time (except to the extent expressly made other than such representations and warranties that by their terms address matters only as of an earlier dateanother specified time, in which case shall be true and correct only as of such datetime) except, with respect to this clause (ii), except where the failure of such representations and warranties to be so true and correct has not, and would not reasonably be likely to have or result inexpected to, individually or in the aggregate, materially impair the ability of Parent and Merger Subsidiary, taken as a Parent Material Adverse Effectwhole, to consummate the transactions contemplated by this Agreement. (b) Parent and Merger Subsidiary shall have performed or complied in all material respects with all agreements contained herein required of their covenants or obligations to be performed or complied with by it them under this Agreement at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectClosing Date. (c) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated the date as of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, Closing Date certifying as to the fulfillment of that the conditions specified in Section 7.03(aSections 7.3(a) and 7.03(b)7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated to be performed by this Agreement are it in connection with the Closing is subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following conditions, any or all conditions as of which may be waived in whole or in part by the Company to the extent permitted by applicable LawClosing: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Section 4.01(b) shall be true and correct in all respects as of the first sentence date hereof and as of the Closing Date as though made on and as of such date and time. Each of the representations and warranties contained in ARTICLE IV, other than the representations and warranties set forth Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) 4.01(b), shall be true and correct in all material respects both when made and at (disregarding all qualifications of materiality or similar qualifiers) as of the date hereof and as of the Closing Date, Date as if though made at on and as of such date and time (except or, for such of these representations and warranties that refer specifically to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be have been true and correct in all material respects (without giving effect to any disregarding all qualifications of materiality or material adverse effect qualifications contained thereinsimilar qualifiers) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent Each of the Merger Sub and the Purchaser shall have performed or complied in all material respects with all of its covenants and agreements contained herein required to be performed or complied with by it under this Agreement prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectClosing Date. (c) Parent There shall have delivered not be any Order issued and directing that the transactions contemplated hereby not be consummated. (d) At or prior to the Company a certificate, dated the date of the Closing, signed the Company shall have received all of the items described in Section 2.05(b). (e) The Company shall have received a certificate dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, executed by the Chief Executive Officer chief executive officer, chief financial officer or Chief Financial Officer chief legal officer of Parentthe Purchaser on behalf of the Purchaser, certifying as to the fulfillment of effect that the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied. (f) Any applicable waiting period (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and under any foreign antitrust, competition or pre-merger notification law as may be required to consummate the Merger shall have expired or been terminated. (g) The Agent shall have agreed to be bound by a Paying Agency Agreement and Escrow Agreement, in each case acceptable to the Company, with such acceptance not to be unreasonably withheld, conditioned or delayed The Company may waive any condition specified in this Section 7.03(a) and 7.03(b)6.02 in writing at or prior to the Closing.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following further conditions: (a) (i) each of Parent and Merger Subsidiary shall have performed in all material respects all of its covenants hereunder required to be performed by it at or prior to the Effective Time of each of Time, (ii) 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: (a) The representations and warranties of Parent and Merger Sub set forth Subsidiary contained in the first sentence of Section 4.01 this Agreement (Organization and QualificationA) and in Section 4.02 (Authority For This Agreement) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects both when (other than representations and warranties made as of a specified date, which shall be true and correct as of such specified date) and (B) that are qualified by materiality or Material Adverse Effect shall, disregarding all such qualifications and exceptions, be true and correct at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly other than representations and warranties made as of an earlier a specified date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such specified date), except where the failure of with only such representations exceptions as have not had and warranties to be so true and correct would not reasonably be likely expected to have or result inover a commercially reasonable period of time (which period of time shall not be less than one year), individually or in the aggregate, a Parent Material Adverse Effect.Effect on Parent and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and (b) Parent the Company shall have performed or complied received an opinion of Xxxxxxxx & Worcester LLP in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be form and substance reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered satisfactory to the Company a certificateCompany, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the date Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Closing, signed by the Chief Executive Officer or Chief Financial Officer Code and that each of Parent, certifying as Merger Subsidiary and the Company will be a party to the fulfillment reorganization within the meaning of Section 368(b) of the conditions specified Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in Section 7.03(a) the form of Exhibit C and 7.03(b)D hereto.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are hereby is subject to the fulfillment satisfaction (or waiver by the Company) at or prior to before the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of Parent Parent, Kenexa Technology and Merger Acquisition Sub set forth contained in the first sentence of Section 4.01 (Organization this Agreement or in any other document delivered pursuant hereto, without giving effect to any “material,” “materially” or Material Adverse Effect qualification contained in such representations and Qualification) and in Section 4.02 (Authority For This Agreement) warranties, shall be true and correct in all material respects both when made and each case at and as of the Closing Date, Effective Time with the same effect as if made at and as of such time the Effective Time (except to the extent expressly made as of such representations and warranties specifically related to an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect.Effect on Parent, Kenexa Technology or Acquisition Sub; (b) Parent each of the covenants and obligations of Parent, Kenexa Technology and Acquisition Sub to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed or complied in all material respects with all agreements contained herein required to be performed at or complied with by it prior to or at before the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effective Time; and (c) each of the documents described in Section 2.3(b) shall have been executed by Kenexa Technology and delivered to the Company; (d) Parent and Kenexa Technology shall have delivered a legal opinion of Xxxxxx Xxxxxxxx LLP, counsel to Parent and Kenexa Technology, substantially in the Company a certificate, form attached hereto as Exhibit C and dated the date as of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Closing Date.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Lawlaw: (a) The representations and warranties of the Purchaser and Parent and Merger Sub set forth contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Purchaser Group pursuant to this Agreement) , to the extent qualified by "materiality" or Parent Material Adverse Effect, shall be have been true and correct and, to the extent not qualified by "materiality" or Parent Material Adverse Effect, shall have been true in all material respects both respects, in each case, when made and at on and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, which need be true, or true in which all material respects, as the case may be, only as of such the specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent and Purchaser shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure Closing and shall have caused Purchaser to so perform or comply, comply in all material respects with all agreements and conditions contained herein required to be performed or complied with by Purchaser prior to or at the aggregate, would not be reasonably likely to have a Parent Material Adverse Effecttime of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the ClosingClosing Date, signed by the Chief Executive Officer or Chief Financial Officer President of ParentParent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.03(aSections 7.3(a) and 7.03(b7.3(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent PCA and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) contained herein shall be true and correct in all material respects both when made and at and as (for the purposes of the Closing Datethis SECTION 6.3(A), as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect regard to any materiality or material adverse effect qualifications Material Adverse Effect qualifier contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on PCA, in each case on and as of such the Closing Date (except for representations and warranties to be so true and correct would not reasonably be likely to have or result inmade as of a specified date, individually or which shall speak only as of the aggregate, a Parent Material Adverse Effectspecified date). (b) Parent PCA and Merger Sub shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent PCA shall have performed and complied in all respects with the obligations set forth in SECTION 5.3. (d) PCA shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer an executive officer of ParentPCA (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.03(aSECTION 6.3(A) and 7.03(bSECTION 6.3(B). (e) The Company shall have completed to its satisfaction, as determined by the Company in its sole discretion, a due diligence examination of PCA and its assets and business. (f) Prior to the Closing, there shall not have occurred any Material Adverse Effect on PCA. (g) The Merger Sub and PCA shall have entered into any additional agreements provided for under Article V to which they are a party and, to the extent performance of any such additional agreements is to have occurred prior to the Effective Time, they and the other parties thereto shall have fully performed their respective obligations under those additional agreements.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are sale of the Participating Preferred Stock to the Purchaser at the Closing is subject to the fulfillment at satisfaction or prior to the Effective Time of each waiver of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub the Purchaser (i) set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) 4.8 shall be true and correct on the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date and (ii) set forth in all material respects both when Sections 4.1 through 4.7, Section 4.9 and Section 4.10, shall be true and correct on the date of this Agreement and as of the Closing Date with the same force and effect as though made and at on and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentencecase of clause (ii) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, reasonably be likely to have an effect on the Purchaser that will, or result inwould reasonably be expected to, individually materially delay or hinder the aggregateability of the Purchaser to perform its obligations under the Transaction Agreements; provided, however, that such representations and warranties made as of a Parent Material Adverse Effectspecific date need only be true and correct (subject to the qualifications set forth above) as of such date only. (b) Parent The Purchaser shall have performed or in all material respects all obligations, and complied in all material respects with all the agreements contained herein and covenants, required to be performed by or complied with by it hereunder at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent The Purchaser shall have delivered to the Company a certificate, dated the date executed by an officer of the ClosingPurchaser, signed by dated as of the Chief Executive Officer or Chief Financial Officer of ParentClosing Date, certifying as to the fulfillment of effect that the conditions specified in Section 7.03(aSections 6.2(a) and 7.03(b)6.2(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub set forth the Operating Company contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of Parent and the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Operating Company pursuant to this Agreement) , to the extent qualified by materiality or Material Adverse Effect, shall be have been true and correct and, to the extent not qualified by materiality or Material Adverse Effect, shall have been true in all material respects both respects, in each case when made and at on and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, which need be true, or true in which all material respects, as the case may be, only as of such the specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer President or Chief Financial Officer any Vice President of ParentParent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.03(a7.3(a) and 7.03(b7.3(b). (d) The Company shall have received an opinion of Xxxxxx & Xxxxxx, dated the Effective Time, based on the representations of Parent, the Operating Company and the Company, referred to in Section 6.10 hereof, 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. (e) Not later than 45 days prior to the date of the Company Stockholder Meeting, the Company shall have received from Parent's "affiliates" a written agreement substantially in the form attached as Exhibit B; provided, that this condition shall be of no force or effect if Parent's accountants do not deliver the letter contemplated by Section 6.9(b) hereof as of the date the S-4 is declared effective.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment at or prior to or at the Effective Time of each Closing 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: (a) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and Purchaser contained in Section 4.02 (Authority For This Agreement) 4 above shall be true and correct in all material respects both when made and at on and as of the Closing Date, in all material respects with the same effect as if though such representations and warranties had been made at on and as of the Closing. (b) All authorizations, approvals or permits if any of any governmental authority or regulatory body of the United States or of any state or of any securities exchange or trading market on which the Common Stock is listed that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall have been duly obtained and effective as of the Closing and all filings with such time (except authorities or regulatory bodies shall have been made and accepted, to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect so required to any materiality or material adverse effect qualifications contained therein) both when have been made and at and accepted as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (bc) Parent The Purchaser shall have performed or and complied in all material respects with all agreements agreements, obligations and conditions contained herein in this Agreement that are required to be performed or complied with by it prior to on or at the time of before the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (cd) Parent The Purchaser shall have paid to the Company the Purchase Price as specified in Section 2 upon receipt of the Shares. (e) The Purchaser shall have executed and delivered the Registration Rights Agreement in the delivered by the Company pursuant to Section 6.01(g). (f) The Purchaser shall have delivered to the Company a certificate, dated the date of the Closing, signed such closing documents as shall be reasonably requested by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as Company in form and substance reasonably acceptable to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Company's counsel.

Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the transactions contemplated by this Agreement are Closing shall be further subject to the fulfillment at satisfaction (or waiver, if permissible under applicable Law) on or prior to the Effective Time of each Closing Date 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: (a) The the representations and warranties of Parent and Merger Sub Yahoo (i) set forth in the first sentence of Section 4.01 (Organization and QualificationSections 4.01, 4.02(a) and in Section 4.02 4.05 (Authority For This Agreementthe “Yahoo Fundamental Representations”) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import) in all material respects both when made and at as of the date hereof and as of the Closing Date, Date with the same effect as if though made at on and as of such time date (except to the extent expressly made as of an earlier date, in which case as of such earlier date). The representations , and warranties of Parent and Merger Sub (ii) set forth herein (in this Agreement, other than those listed in the preceding sentence) Yahoo Fundamental Representations, shall be true and correct in (disregarding all respects (without giving effect qualifications or limitations as to any materiality or material adverse effect qualifications contained “materiality”, “Material Adverse Effect” and words of similar import set forth therein) both when made and at as of the date hereof and as of the Closing Date, Date with the same effect as if though made at on and as of such time date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be likely to have or result innot, individually or in the aggregate, reasonably be expected to have a Parent Yahoo Material Adverse Effect.; (b) Parent the Yahoo Parties shall have complied with or performed or complied in all material respects with all agreements contained herein their respective obligations and covenants required to be performed or complied with or performed by it pursuant to this Agreement at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; and (c) Parent the Company shall have delivered to the Company received a certificate, dated the date signed on behalf of the Closing, signed Yahoo by the Chief Executive Officer or Chief Financial Officer of Parentan executive officer thereof, certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a6.02(a) and 7.03(b)Section 6.02(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each of the following conditionssatisfaction or, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law, waiver, on or prior to the Closing, of the following conditions: (a) The the representations and warranties of Parent and Merger Sub set forth in Article 4 that are (A) qualified as to materiality or Parent Material Adverse Effect and other qualifications based upon the first sentence concept of Section 4.01 materiality or similar phrases contained therein shall be true and correct in all respects and (Organization B) not qualified as to materiality or Parent Material Adverse Effect and Qualification) and in Section 4.02 (Authority For This Agreement) other qualifications based upon the concept of materiality or similar phrases contained therein shall be true and correct in all material respects both when made respects, in each case ((A) and at (B)) as of the date of this Agreement and as of the Closing Date, as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at (except that representations and warranties that expressly speak specifically as of such time (except to the extent expressly made as date of an earlier date, in which case this Agreement or another date shall be so true and correct as of such date), except where the failure any failures of any such representations and warranties to be so true and correct would not reasonably be likely expected to have or result inhave, individually or in the aggregateaggregate with all other Effects, a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall each have performed or and complied in all material respects with all agreements contained herein obligations and covenants required to be performed or and complied with by it them at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing under this Agreement; and (c) Parent the Company shall have delivered to received at the Company Closing a certificate, dated the date certificate signed on behalf of the Closing, signed Parent by the Chief Executive Officer or Chief Financial Officer a senior executive officer of Parent, Parent certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a6.3(a) and 7.03(b)Section 6.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated Merger is also conditioned upon the satisfaction or waiver by this Agreement are subject to the fulfillment Company, at or prior to the Effective Time Time, of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of Parent Buyer and Merger Sub LLC set forth in the first sentence Article IV of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made and at as of the date hereof and as of the Closing Date, Date as if made at and as of such time the Closing Date (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case as of such date). The representations representation and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) warranty shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and only as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality” or words of similar import) would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Buyer Material Adverse Effect.; except that the representation and warranty set forth in Section 4.9 (Sufficient Funds) shall be true and correct in all respects (without giving effect to any materiality or Buyer Material Adverse Effect qualifications set forth therein) as of the date hereof and as of the Closing Date as if made at and as of the Closing Date; (b) Parent Buyer and Merger LLC shall each have performed or complied in all material respects with all agreements contained herein obligations required to be performed or complied with by it under this Agreement at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; and (c) Parent the Company shall have delivered to received at the Company Closing a certificate, dated the date certificate signed on behalf of the Closing, signed Buyer by the Chief Executive Officer or the Chief Financial Officer of Parent, Buyer certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a7.3(a) and 7.03(b)Section 7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part waiver (where permissible) by the Company to the extent permitted by applicable Lawfollowing additional conditions: (a) The each of the representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects this Agreement (without giving effect to any materiality qualifications or material adverse effect qualifications contained thereinlimitations therein or any references therein to Parent Material Adverse Effect) both when shall be true and correct, in each case as of the Effective Time, as though made and at on and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date)Effective Time, except where (i) for such failures, individually or in the failure of such representations and warranties aggregate, to be so true and correct that would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date; and (iii) for changes expressly permitted or contemplated by the terms of this Agreement, 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 agreements contained herein and covenants required by this Agreement to be performed or complied with by it Parent and Merger Sub on or prior to or at the time Effective Time, and the Company shall have received a certificate of the Closing, except where the failure a duly authorized officer of Parent to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.that effect; (c) Parent Merger Sub shall have executed and delivered to the Company a certificate, dated the date counterparts of the ClosingAgreement of Merger to be filed with the Secretary of State of the State of California and the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; and (d) The Company shall have received the opinion of Shearman & Sterling, signed by the Chief Executive Officer special counsel to Parent and Merger Sub, or Chief Financial Officer of Parent, certifying as another counsel reasonably satisfactory to the fulfillment of Company, substantially in the conditions specified in Section 7.03(a) and 7.03(b).form attached hereto as Exhibit E.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following further conditions: (a) each of Parent and 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 of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law:Time; (ab) The (i) the representations and warranties of Parent and Merger Sub Subsidiary contained in this Agreement (other than the representations and warranties set forth in the first sentence of Section 4.01 5.05) (Organization disregarding, for this purpose, all exceptions in those representations and Qualification) and in Section 4.02 (Authority For This Agreement) warranties relating to materiality, Parent Material Adverse Effect or any similar standard or qualification), shall be true and correct in all material respects both when made and at and as of the Closing Datedate hereof and the Effective Time, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. Effect as of the Effective Time, and (bii) Parent the representations and warranties set forth in Section 5.05 shall have performed or complied be true and correct in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time and as of the Closingdate hereof and the Effective Time, as if made at and as of the Effective Time (except where to the failure to so perform or complyextent expressly made as of a specified date, in which case as of such date), provided that the aggregate, would not condition set forth in this clause (ii) shall be reasonably likely deemed satisfied if the actual A-41 number of shares of Parent Common Stock or other securities outstanding or issuable under options to have a purchase Parent Material Adverse Effect.Common Stock outstanding as of the date hereof is greater or less than the number represented in Section 5.05 by no more than 1%; and (c) Parent the Company shall have delivered received a certificate signed by an authorized officer of Parent to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are is subject to the fulfillment at (or prior to waiver) on or before the Effective Time of each Closing Date 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 Lawfollowing: (a) The Each of the representations and warranties of Parent and Merger Sub set forth each of the Purchasers in the first sentence of Section 4.01 (Organization and Qualification) this Agreement and in Section 4.02 each of the other Transaction Documents that are modified by materiality or material adverse effect qualifiers shall be true and correct when made and on and as of the Closing Date as if made on and as of the Closing Date (Authority For This Agreement) unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and each of the representations and warranties of each of the Purchasers in this Agreement and in each of the other Transaction Documents that are not so qualified as to materiality or material adverse effect shall be true and correct in all material respects both when made and at on and as of the Closing Date, Date as if made at on and as of such time the Closing Date (except unless stated to the extent expressly made as of an relate to a specific earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent Each of the Purchasers, to the extent parties hereto or thereto, shall each have performed or and complied in all material respects with all agreements and covenants contained herein in this Agreement and each of the other Transaction Documents required to be performed or complied with by it prior to or at the time of Closing (or such compliance shall have been waived on terms and conditions reasonably satisfactory to the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectCompany). (c) Parent On or prior to the Closing Date, (i) AMH II shall have delivered received additional equity capital from its shareholders and/or (ii) the availability to the Company a certificate, dated the date make “Restricted Payments” pursuant to Section 4.04 of the ClosingExisting AMH Indenture shall have been increased, signed by the Chief Executive Officer or Chief Financial Officer in an aggregate amount of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)at least $8 million.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction or prior to the Effective Time of each waiver in writing (where permissible) 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: (a) The representations and warranties of Parent and Merger Sub set forth MergerCo in this Agreement (other than those contained in Sections 5.1 and 5.3) that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct does not have and would not reasonably be expected to have, individually or in the first sentence aggregate, a Parent Material Adverse Effect. The representations and warranties of Section 4.01 (Organization Parent and Qualification) MergerCo contained in Sections 5.1 and in Section 4.02 (Authority For This Agreement) 5.3 shall be true and correct in all material respects both when as of the date of this Agreement and as of the Closing, as though made and at on and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent and MergerCo shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements contained herein required and covenants to be performed or complied with by it under this Agreement on or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectMerger Effective Time. (c) Parent and MergerCo shall have delivered to the Company a certificate, dated the date of the ClosingMerger Effective Time, signed by the Chief Executive Officer or Chief Financial Officer a senior officer of Parent, Parent and MergerCo and certifying as to the fulfillment satisfaction by Parent and MergerCo of the conditions specified in Section 7.03(aSections 8.3(a) and 7.03(b8.3(b).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger and the other Transactions is subject to the fulfillment satisfaction, or, to the extent permitted by Applicable Law, waiver, at or prior to the Effective Time of each Closing, 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: (a) The (i) the representations and warranties of Parent and Merger Sub in Section 5.01 (Corporate Existence and Power), Section 5.02 (Corporate Authorization) and Section 5.12 (Brokers’ Fees), shall be true and correct in all material respects on the date of this Agreement and as of the Closing Date with the same effect as if made as of the Closing Date (provided that those representations and warranties that address matters only as of a particular date need only be true and correct in all material respects as of such date), and (ii) all other representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in Article 5, disregarding all material respects both when made and at and as of the Closing Datemateriality, as if made at and as of such time (except to the extent expressly made as of an earlier dateMaterial Adverse Effect or similar qualifications or exceptions contained therein, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on the date of this Agreement and as of the Closing Date, Date with the same effect as if made at and as of such time the Closing Date (except to the extent expressly made provided that those representations and warranties that address matters only as of an earlier date, in which case a particular date need only be true and correct as of such date), except where for those instances in which the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall each have performed or complied in all material respects with all agreements contained herein obligations required to be performed or complied with by it under this Agreement at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; and (c) Parent the Company shall have delivered to the Company received a certificate, dated the date certificate validly signed on behalf of the Closing, signed Parent by the Chief Executive Officer or Chief Financial Officer a duly authorized officer of Parent, Parent certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a) and Section 7.03(b)) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction (or, to the extent permissible, waiver by the Company) of the following further conditions: (a) each of Parent and 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 of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law:Time; (ab) The (i) the representations and warranties of Parent and Merger Sub set forth in Section 5.1 (other than the first second sentence of thereof), Section 4.01 (Organization and Qualification5.02, Section 5.04(i) and in Section 4.02 (Authority For This Agreement) 5.17 shall be true and correct in all material respects both when made at and as of the date of this Agreement and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of other than any such date). The representations and warranties that by their terms address matters only as of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) another specified time, which shall be true and correct in all material respects only at and as of such time); (without giving effect ii) the representations and warranties of Parent set forth in Section 5.05 shall be true and correct, subject only to any materiality or material adverse effect qualifications contained therein) both when made de minimis exceptions, at and as of the date of this Agreement and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made other than any such representations and warranties that by their terms address matters only as of an earlier dateanother specified time, in which case shall be true and correct, subject only to de minimis exceptions, only at and as of such datetime); (iii) the representation and warranty of Parent set forth in Section 5.11 shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time; and (iv) all other representations and warranties of Parent set forth in this Agreement shall be true and correct (without regard to materiality or Material Adverse Effect qualifiers contained therein) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (without regard to materiality or Material Adverse Effect qualifiers contained therein) only at and as of such time), except except, in the case of this clause (iv) only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effect on Parent; (c) Parent the Company shall have delivered to received a certificate from an executive officer of Parent confirming the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment satisfaction of the conditions specified set forth in Section 7.03(a9.03(a) and 7.03(bSection 9.03(b); and (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred and (ii) the Required Governmental Authorizations set forth in Section 9.03(d) of the Company Disclosure Schedule shall have been made or obtained and shall be in full force and effect.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Mergers are subject to the fulfillment satisfaction (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions: (a) each of Parent, Bidco and each Merger Sub shall have performed, in all material respects, all of its obligations hereunder required to be performed by it at or prior to the First Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law:Time; (ab) The (i) the representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification5.01, Section 5.02, Section 5.04(a) and in Section 4.02 (Authority For This Agreement) 5.16 shall be true and correct in all material respects both when made at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of the Closing (or, if such time (except to the extent expressly made representations and warranties are given as of an earlier another specific date, in which case at and as of such date). The ; (ii) the representations and warranties of Parent contained in Section 5.05(a) shall be true and Merger Sub set forth herein correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (other than those listed or, if such representations and warranties are given as of another specific date, at and as of such date), except for any de minimis inaccuracies; (iii) the representations and warranties of Parent contained in the preceding sentenceSection 5.10(b) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time the Closing; and (except iv) the other representations and warranties of Parent contained in Article V (disregarding all qualifications and exceptions contained therein relating to the extent expressly made materiality or Parent Material Adverse Effect) shall be true and correct at and as of an earlier the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, in which case at and as of such date), except except, in the case of this clause (iv) only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; (c) Parent the Company shall have delivered to received a certificate from an executive officer of Parent confirming the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment satisfaction of the conditions specified set forth in Section 7.03(a9.03(a) and 7.03(bSection 9.03(b); and (d) the Company shall have received the opinion of Wachtell, Lipton, Rxxxx & Kxxx, or, if Wachtell, Lipton, Rxxxx & Kxxx is unable or unwilling to provide such opinion, Dxxxx Xxxx & Wxxxxxxx LLP (whichever such firm delivers such opinion, “Company Tax Counsel”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify (i) as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) for an exception to the general rule of Section 367(a)(1) of the Code. In rendering such opinion, Company Tax Counsel may rely on the Parent Tax Certificate, the Company Tax Certificate and such other information provided to it by Parent and/or the Company for purposes of rendering such opinion.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction or prior to waiver (or waiver in writing if permissible under applicable Law) by the Effective Time of each Company of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The each of the representations and warranties of Parent the Parents and Merger Sub set forth Mergerco contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) this Agreement shall be true and correct in all respects (without giving effect to any limitation on any representation and warranty indicated by a materiality qualification, including the words “Mergerco Material Adverse Effect,” “material,” “in all material respects” or material adverse effect qualifications contained thereinlike words) both when made and at as of the date of this Agreement and as of the Closing Date, Effective Time with the same effect as if though made at on and as of such time the Effective Time (except to the extent expressly 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 “Mergerco Material Adverse Effect,” “material,” “in all material respects” or like words) would not reasonably be likely to have or result innot, individually or in the aggregate, have a Parent Mergerco Material Adverse Effect.; (b) Parent The Parents and Mergerco shall have performed or complied in all material respects with all agreements contained herein and covenants required by this Agreement to be performed or complied with by it them on or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Effective Time; (c) Parent The Parents shall have delivered to the Company a solvency certificate substantially similar in form and substance as the solvency certificate to be delivered to the lenders pursuant to the Debt Commitment Letters or any agreements entered into in connection with the Debt Financing; and (d) The Parents shall have delivered to the Company a certificate, dated the date of the Closing, Effective Time and signed by the Chief Executive Officer their respective chief executive officers or Chief Financial Officer of Parentanother senior officer on their behalf, certifying as to the fulfillment of effect that the conditions specified set forth in Section 7.03(a) and Section 7.03(b)) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction or prior to the Effective Time of each waiver in writing (where permissible) 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: (a) The representations and warranties of Parent and Merger Sub MergerCo in this Agreement (other than those contained in Sections 5.01 and 5.03) that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the first sentence aggregate, a Parent Material Adverse Effect. The representations and warranties of Section 4.01 (Organization Parent and Qualification) MergerCo contained in Sections 5.01 and in Section 4.02 (Authority For This Agreement) 5.03 shall be true and correct in all material respects both when as of the date of this Agreement and as of the Closing, as though made and at on and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent and MergerCo shall have performed or complied performed, in all material respects with respects, all obligations and complied with, in all material respects, its agreements contained herein required and covenants to be performed or complied with by it under this Agreement on or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectMerger Effective Time. (c) Parent and MergerCo shall have delivered to the Company a certificate, dated the date of the ClosingMerger Effective Time, signed by the Chief Executive Officer or Chief Financial Officer a senior officer of Parent, Parent and MergerCo and certifying as to the fulfillment satisfaction by Parent and MergerCo of the conditions specified in Section 7.03(aSections 8.03(a) and 7.03(b8.03(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger, or to permit the consummation of the Merger, are subject to the fulfillment at or prior to the Effective Time of each of the following conditionssatisfaction or, any or all of which may be waived in whole or in part by the Company to the extent if permitted by applicable Law, waiver of the following further conditions: (a) The each of the representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement that is qualified by materiality shall be true true, complete and correct in all material respects both when made and at on and as of the Closing Date, Effective Time as if made at and as of such time the Effective Time (except to the extent expressly made other than representations and warranties which address matters only as of an earlier datea certain date which shall be true, in which case complete and correct as of such certain date). The ) and each of the representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) that is not so qualified shall be true true, complete and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, Effective Time as if made at and as of such time the Effective Time (except to the extent expressly made other than representations and warranties which address matters only as of an earlier datea certain date which shall be true, complete and correct in which case all material respects as of such certain date), in each case except where as contemplated or permitted by this Agreement, and the failure Company shall have received a certificate of an authorized officer of Parent to such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.effect; (b) Parent shall have performed or complied in all material respects with all material agreements contained herein and covenants required by this Agreement to be performed or complied with by it on or prior to or at the time Effective Time and the Company shall have received a certificate of the Closing, except where the failure an authorized officer of Parent to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.that effect; (c) Parent The Company shall have delivered to obtained the requisite consent of the Company a certificate, dated Stockholders; and (d) Parent and the date of Escrow Agent shall have executed and delivered the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Escrow Agreement.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties (i) the Fundamental Warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This this Agreement) , disregarding all qualifications contained therein relating to materiality, shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (date, except with respect to the extent expressly made representations and warranties which speak as of to an earlier date, which representations and warranties shall be true and correct in which case all material respects at and as of such date). The date and (ii) the representations and warranties of Parent and Merger Sub set forth herein (contained in this Agreement other than those listed in the preceding sentence) Fundamental Warranties of Parent and Merger Sub, disregarding all qualifications contained therein relating to materiality, shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (date, except with respect to the extent expressly made representations and warranties which speak as of to an earlier date, in which case representations and warranties shall be true and correct at and as of such date, except, in each case under this clause (ii), except where the failure of such representations and warranties to be so true and correct for any inaccuracy or omission that would not reasonably be likely to have or result inexpected, individually or in the aggregate, a Parent Material Adverse Effect.to materially impair Parent’s or Merger Sub’s ability to perform or comply with their respective obligations under this Agreement or consummate the transactions contemplated hereby; (b) the covenants of Parent and Merger Sub to be performed prior to the Closing shall have been performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.respects; and (c) Parent the Company shall have delivered received a certificate signed by an executive officer of Parent to the Company a certificate, dated the date effect of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(aforegoing clauses (a) and 7.03(b(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement Mergers are subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) The representations and warranties (i) Each of the Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) Fundamental Representations shall be true and correct in all material respects both when made and at as of the date of this Agreement and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly that such representations and warranties that are made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall a specific date need only be true and correct in all material respects as of such specified date) and (without giving effect to any materiality or material adverse effect ii) each of the representations and warranties of Parent set forth in Article V hereof, other than the Parent Fundamental Representations, disregarding all qualifications contained therein) both when made herein relating to materiality, shall be true and at correct as of the date of this Agreement and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly that such representations and warranties that are made as of an earlier date, in which case 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 so true and correct would not reasonably be likely to have or result innot, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect on Parent’s ability to perform its respective obligations hereunder. (b) Each of the covenants of the Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed at or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, Closing shall have been performed in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effectall material respects. (c) The R&W Insurance Policy shall be in full force and effect. (d) Parent shall have be prepared to deliver or cause to be delivered each of the items referred to in Section 2.10(a) to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)recipients thereof.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following conditions: (a) Parent and Merger Sub shall have performed in all material respects each of their obligations under this Agreement required to be performed by them at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law:Time; (ab) The (i) the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and QualificationSections ‎5.01, ‎5.02, ‎5.04(a) and in Section 4.02 (Authority For This Agreement) 5.06 of this Agreement shall be true and correct in all material respects both when made as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time Effective Time (except to the extent any such representation or warranty expressly made as of relates to an earlier datedate or period, in which case as of such datedate or period). The ; (ii) the representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) Section ‎5.05 of this Agreement shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained thereinexcept for de minimis inaccuracies) both when made as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time Effective Time (except to the extent any such representation or warranty expressly made as of relates to an earlier datedate or period, in which case as of such datedate or period); (iii) the representation and warranty of Parent set forth in Section 5.12 of this Agreement shall be true and correct in all respects as of the date of the Agreement; and (iv) the representations and warranties of Parent set forth in this Agreement (other than those referred to in the preceding clauses ‎(i)-(iii)) shall be true and correct as of the date of this Agreement and at and as of the Effective Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregatecase of clauses (i), would (ii) and (iv) disregarding for this purpose all “Parent Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties; (c) there shall not be reasonably likely to have occurred since the date hereof a Parent Material Adverse Effect.; and (cd) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated the date as of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, Closing Date certifying as to the fulfillment of that the conditions specified in Section 7.03(aparagraphs ‎(a), ‎(b) and 7.03(b)‎(c) of this ‎Section 9.03 have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each of the following conditionssatisfaction or, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law, waiver, on or prior to the Closing, of the following conditions: (a) The the representations and warranties of Parent and Merger Sub set forth in the first sentence of (i) Section 4.01 (Organization and Qualification4.1, Section 4.3, Section 4.4(b) and Section 4.7 that are (A) qualified as to materiality or Parent Material Adverse Effect and other qualifications based upon the concept of materiality or similar phrases contained therein shall be true and correct in Section 4.02 all respects and (Authority For This AgreementB) not qualified as to materiality or Parent Material Adverse Effect and other qualifications based upon the concept of materiality or similar phrases contained therein shall be true and correct in all material respects both when made respects, in each case ((A) and at (B)) as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly though made as of an earlier date, in which case the Closing (except that representations and warranties that expressly speak specifically as of the date of this Agreement or another date shall be so true and correct as of such date). The representations , and warranties (ii) the other provisions of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) Article 4 shall be true and correct in all respects (without giving effect to any qualification as to materiality or material adverse effect qualifications Parent Material Adverse Effect contained therein) both when made and at as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly though made as of an earlier date, in which case the Closing (except that representations and warranties that expressly speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), except where the failure any failures of any such representations and warranties to be so true and correct would not reasonably be likely expected to have or result inhave, individually or in the aggregateaggregate with all other Effects, a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall each have performed or and complied in all material respects with all agreements contained herein obligations and covenants required to be performed or and complied with by it them at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing under this Agreement; and (c) Parent the Company shall have delivered to received at the Company Closing a certificate, dated the date certificate signed on behalf of the Closing, signed Parent by the Chief Executive Officer or Chief Financial Officer a senior executive officer of Parent, Parent certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a6.3(a) and 7.03(b)Section 6.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Merger is subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent Parent, Holdings and Merger Acquisition Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made (i) at and as of the date hereof and (ii) at and as of the Closing Date, Date with the same effect as if made at on and as of such time the Closing Date (except in each case to the extent expressly made as of such representations and warranties specifically relate to an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where as would not result in a Material Adverse Effect on Parent (not taking into account any limitation or qualification as to “materiality” (including the failure of word “material” and “Material Adverse Effect on Parent”) or a dollar “threshold” set forth in such representations and warranties to be so true and correct would not reasonably be likely to have or result inwarranties) and, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or complyParent, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent Holdings and Acquisition Sub shall have delivered to the Company a certificatecertificate to the effect of the foregoing, dated executed by an executive officer of Parent, Holdings and Acquisition Sub; (b) Each of the date covenants and obligations of Parent, Holdings and Acquisition Sub to be performed at or before the Effective Time pursuant to this Agreement shall have been duly performed in all material respects at or before the Effective Time and, at the Closing, signed Parent, Holdings and Acquisition Sub shall have delivered to the Company a certificate to that effect, executed by the Chief Executive Officer or Chief Financial Officer an executive officer of Parent, certifying as Holdings and Acquisition Sub; and (c) Each of Parent, Holdings and Acquisition Sub shall have executed and delivered to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Company each Transaction Agreement to which it is a party.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) PCA contained herein shall be true and correct in all material respects both when made and at and as (for the purposes of the Closing Datethis Section 6.3(a), as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect regard to any materiality or material adverse effect qualifications Material Adverse Effect qualifier contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on PCA, in each case on and as of such the Closing Date (except for representations and warranties to be so true and correct would not reasonably be likely to have or result inmade as of a specified date, individually or which shall speak only as of the aggregate, a Parent Material Adverse Effectspecified date). (b) Parent PCA shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent PCA shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer an executive officer of ParentPCA (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.03(a6.3(a) and 7.03(bSection 6.3(b). (d) The Company shall have completed to its satisfaction, as determined by the Company in its sole discretion, a due diligence examination of PCA and its assets and business. (e) Prior to the Closing, there shall not have occurred any Material Adverse Effect on PCA.

Conditions to the Obligations of the Company. The In addition to the conditions specified in Section 6.01, the obligations of the Company to consummate the transactions contemplated by under this Agreement are subject to the fulfillment at or prior to the Effective Time of each waiver 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: (a) The all covenants, agreements and conditions contained in this Agreement to be performed by the Corporation on or prior to the Initial Closing and, if applicable, any Subsequent Closing shall have been performed or complied with in all material respects; (b) each of the representations and warranties of Parent and Merger Sub the Corporation set forth in this Agreement that is qualified as to a material adverse effect shall be true and correct, and each of the first sentence representations and warranties of Section 4.01 (Organization and Qualification) and the Corporation set forth in Section 4.02 (Authority For This Agreement) this Agreement that is not so qualified shall be true and correct in all material respects both when made and at respects, in each case, as of the date of this Agreement and as of the Initial Closing DateDate and, if applicable, any Subsequent Closing Date as if though made at on and as of such time the Initial Closing Date and, if applicable, any Subsequent Closing Date (except to the extent expressly made as of an earlier date, in which either case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of that such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time speak as of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.another date); (c) Parent solely with respect to the Initial Closing, the Corporation shall have delivered to the Company a certificateinstruments of transfer and other transaction documents, dated in form and substance reasonably satisfactory to the date Company, to effect the issue of the Initial Units by the Company and the other transactions contemplated by this Agreement, including those documents identified in Section 2.04(b); and (d) solely with respect to any Subsequent Closing, signed if any, the Corporation shall have delivered, or caused to be delivered, to the Company instruments of transfer and other transaction documents, in form and substance reasonably satisfactory to the Company, to effect the sale and transfer of any Subsequent Units by the Chief Executive Officer or Chief Financial Officer of ParentCompany and the other transactions contemplated by this Agreement, certifying as to the fulfillment of the conditions specified including those documents identified in Section 7.03(a) and 7.03(b3.04(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the transactions contemplated by this Agreement are Closing shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations of the Investor in Section 1.1(b) shall be true and correct (A) in the case of the Registration Statement and any post-effective amendments thereto, at the respective times referred to in Section 1.1(c), and in the case of the Prospectus, as of its date, and (B) as of the Closing Date, except that in the case of this clause (B) all references to any time period or date referred to in Section 1.1(b) shall be deemed to be references to the Closing Date. All other representations and warranties of Parent the Investor contained in this Agreement (i) that are qualified by materiality, Material Adverse Effect or words of similar import, shall be true and Merger Sub set forth correct as of the date hereof and as of the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in the first sentence which case such representation and warranty shall be true and correct as of Section 4.01 (Organization and Qualificationsuch earlier date) and in Section 4.02 (Authority For This Agreementii) that are not qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct in all material respects both when made and at as of the date hereof and as of the Closing Date, as if made at and as of such time (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case as of such date). The representations representation and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) warranty shall be true and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent The Investor shall have performed or complied in all material respects with all agreements contained herein of its obligations hereunder required to be performed or by it, and complied with by the covenants hereunder applicable to it in all material respects, at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent The Company shall have delivered to the Company received a certificate, dated the date signed by an officer of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of ParentInvestor, certifying as to the fulfillment of the conditions specified matters set forth in Section 7.03(a5.2(a) and 7.03(b(b).

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Transactions are subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) The the representations and warranties of Parent and Merger Sub set forth Buyer contained in the first sentence of Section 4.01 this Agreement (Organization and Qualification) and in Section 4.02 (Authority For This Agreementbut without regard to any materiality or Material Adverse Effect qualifiers) shall be true and correct in all material respects both when made and at respects, in each case as of the Effective Date and as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak as to another date, which representations and warranties will be so true and correct at and as of such time (except to the extent expressly made as of an earlier date, except that in which case as the event of a breach of a representation or warranty the condition set forth in this Section 6.3(a) will be deemed satisfied unless the effect of all such date). The representations and warranties breaches taken together would prevent or materially delay the consummation of Parent the Transactions or the ability of Parent, Buyer and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true to fully perform their respective covenants and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.obligations under this Agreement; (b) Parent the covenants in this Agreement to be performed by Parent, Buyer and/or Merger Sub as of or prior to the Closing shall have been performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.respects; (c) Parent Buyer shall have delivered to the Company a certificatecertificate signed by an officer of Buyer, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of ParentClosing Date, certifying as that, to the fulfillment knowledge and belief of such officer (but not in such officer’s personal capacity), the conditions specified in Section 7.03(aSections 6.3(a) and 7.03(b)6.3(b) have been fulfilled; and (d) Buyer shall have made the payments required to be made by it pursuant to Section 2.2.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement hereby on the Closing Date are subject to the fulfillment at satisfaction, on or prior to the Effective Time of each Closing Date, 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: in accordance with SECTION 8.4: (a) The all representations and warranties of Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when were made and at and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of that any such representations and warranties were made as of a specified date, which representations and warranties shall continue on the Closing Date to be so true and correct would not reasonably be likely to have or result inas of such specified date), individually or the aggregate, a Parent Material Adverse Effect. (b) Parent Sub shall have performed or complied in all material respects with all obligations arising under the agreements contained herein and covenants required hereby to be performed or complied with by it prior to or on the Closing Date, (c) the Company shall have received, at the time of or prior to the Closing, except where a certificate executed by the failure to so perform or complyPresident of Sub certifying that, as of the Closing Date, the conditions set forth in SECTION 7.2(A) and (B) have been satisfied and (d) the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent Company shall have received a copy of the solvency letter (which letter shall be addressed to the Board of Directors of the Company) delivered to the senior lenders in connection with the Financing; PROVIDED that in the event that the senior lenders elect not to receive a solvency letter, the Company in any event shall have received a certificate, dated customary solvency letter (which letter shall be addressed to the date Board of Directors of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(bCompany).

Conditions to the Obligations of the Company. The obligations of Company’s obligation to issue and sell the Company to consummate Shares in the transactions contemplated by this Agreement are Private Placement shall be subject to the fulfillment satisfaction, at or prior to before the Effective Time Closing Date, of each of the following conditions, any or all of which provided that these conditions are for the Company’s sole benefit and may be waived in whole or in part by the Company to the extent permitted by applicable Lawat any time in its sole discretion: (ai) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true true, correct and correct in all material respects both when made and at complete as of the date of this Agreement and as of the Closing Date, as if made at Date (except for representations and warranties that speak as of such time (except to the extent expressly made as of an earlier a specific date, in which case shall be true, correct and complete as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct correct, individually or in the aggregate, does not have or would not reasonably be likely expected to result in a Merger Sub Material Adverse Effect and Parent and Merger Sub shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions of to be performed, satisfied or result incomplied with by Parent and Merger Sub under this Agreement at or prior to the Closing except where the failure to satisfy or comply with such covenants, agreements and conditions, individually or in the aggregate, does not have or would not reasonably be expected to result in a Parent Merger Sub Material Adverse Effect. (bii) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time The receipt of the Closing, except where the failure to so perform or comply, Purchase Price as set forth in the aggregate, would not be reasonably likely to have a Parent Material Adverse EffectSection 1(b). (ciii) Parent shall have delivered to The receipt of such other information, certificates and documents as the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)may reasonably request.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) The Each of the representations and warranties of Parent and Merger Sub set forth Acquiror contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects this Agreement (without giving effect to any materiality or material adverse effect “Acquiror Material Adverse Effect” or similar qualifications contained therein) both when shall be true and correct as of the Closing, as if made and anew at and as of the Closing Date, as if made at and as of such that time (except with respect to the extent expressly made any such representation or warranty which speaks as of to an earlier date, in which case such representation or warranty shall be true and correct at and as of such date)) except for, except where the failure of in each case, such representations and warranties failures to be so true and correct as would not reasonably be likely expected to have or result in, individually or the aggregate, a Parent an Acquiror Material Adverse Effect. (b) Parent Each of the covenants of Acquiror to be performed as of or prior to the Closing shall have been performed or complied in all material respects with all respects; provided, that the covenants and agreements contained herein required to be in Section 2.6(b) shall have been performed or and complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effectall respects. (c) Parent Acquiror shall have delivered to the Company a certificatecertificate signed by an officer of Acquiror (solely in his or her capacity as such), dated the date as of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of ParentClosing Date, certifying as that, to the fulfillment knowledge and belief of such officer, the conditions specified in Section 7.03(a9.3(a) and 7.03(b)Section 9.3(b) have been fulfilled.

Conditions to the Obligations of the Company. The In addition to the conditions set forth in Section 7.1, the obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Effective Time of each Closing of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The each of the representations and warranties of Parent and Merger Sub (i) set forth in the Section 5.1 (first sentence of only), Section 4.01 5.2, Section 5.3, Section 5.4, Section 5.5 and Section 5.9 (Organization and Qualificationfirst sentence only) and in Section 4.02 (Authority For This Agreementthe “Fundamental Parent Representations”) shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at date hereof and as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). The representations ) and warranties of Parent and Merger Sub (ii) set forth herein in Article V (other than those listed in the preceding sentence) Fundamental Parent Representations), without giving effect to any qualifications as to materiality or Parent Material Adverse Effect contained therein, shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where in the failure case of clause (ii) above, for such representations and warranties failures to be so true and correct as would not reasonably be likely to have or result innot, individually or in the aggregate, have a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall have performed or complied in all material respects with all agreements contained herein covenants required by this Agreement to be performed by them at or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, Closing Date and signed by the Chief Executive Officer or Chief Financial Officer an officer of Parent, certifying as to the fulfillment of effect that the conditions specified set forth in Section 7.03(a7.3(a) and 7.03(b)Section 7.3(b) have been satisfied; and (d) from the date of this Agreement there shall not have occurred a Parent Material Adverse Effect.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction of the following further conditions: (a) (i) each of Parent and Merger Subsidiary shall have performed in all material respects all of its covenants hereunder required to be performed by it at or prior to the Effective Time of each of Time, (ii) 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: (a) The representations and warranties of Parent and Merger Sub set forth Subsidiary contained in the first sentence of Section 4.01 this Agreement (Organization and QualificationA) and in Section 4.02 (Authority For This Agreement) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects both when (other than representations and warranties made as of a specified date, which shall be true and correct as of such specified date) and (B) that are qualified by materiality or Material Adverse Effect shall, disregarding all such qualifications and exceptions, be true and correct at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly other than representations and warranties made as of an earlier a specified date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such specified date), except where the failure of with only such representations exceptions as have not had and warranties to be so true and correct would not reasonably be likely expected to have or result inover a commercially reasonable period of time (which period of time shall not be less than one year), individually or in the aggregate, a Parent Material Adverse Effect.Effect on Parent and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and (b) Parent there shall not have performed occurred or complied in all material respects with all agreements contained herein required to otherwise arisen before and be performed or complied with by it prior to or at the time continuing as of the ClosingEffective Time any event, except where the failure to so perform change or complydevelopment which, individually or in the aggregate, has had or would not reasonably be reasonably likely expected to have a Parent Material Adverse EffectEffect on Parent’s ability to consummate the Merger. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are at the Closing shall be subject to the fulfillment satisfaction by Investor at or prior to the Effective Time Closing of each of the following conditions, any or all of which may be waived in whole or in part by the Company conditions (to the extent permitted noncompliance is not waived in writing by applicable Law:the Company): (a) This sale of the Shares shall have been approved by the shareholders of the Company in accordance with applicable Laws and the Company’s Governing Documents. (b) No restraining order or injunction shall prevent the transactions contemplated by this Agreement and no action, suit or proceeding by a Governmental Authority shall be pending or threatened before any court or administrative body in which it will be or is sought to restrain or prohibit or obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby. (c) The representations and warranties of Parent and Merger Sub set forth made by Investor in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made as of the date of this Agreement, and at will be true and correct in all respects as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effectthen made. (bd) Parent Investor shall have performed or and complied in all material respects with all agreements contained herein required of its covenants and obligations under this Agreement that are to be performed or complied with by it prior to at or at the time of before the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (ce) Parent shall have delivered All actions to be taken by Investor in connection with completion of the transactions contemplated by the Transaction Documents and all certificates, instruments, and other documents expressly required to effect the transactions contemplated by the Transaction Documents or reasonably required to satisfy the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment satisfaction of the conditions required hereunder are reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this Section 7.03(a) and 7.03(b)6.2 by executing a writing so stating at or before the Closing but the Company shall have no obligation to grant any such waiver.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) contained herein without regard to any qualification with respect to knowledge, materiality or dollar amount, shall be true and correct in all material respects both have been true, when made and at and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall need be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and only as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such specified date), except where the failure of any such representations and warranties representation or warranty to be so true and correct would not is not, individually or in the aggregate, reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse EffectNet Worth Effect on Parent. (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer President or Chief Financial Officer any Vice President of ParentParent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.03(a7.3(a) and 7.03(b7.3(b). (d) The Company shall have received an opinion of Dewey Ballantine LLP, dated the Effective Date, based on customary xxxxxxxxxxxxxxx of the Company, Parent and Merger Sub in form and substance reasonably acceptable to such law firm 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. (e) The Recognition Agreement and Registration Rights Agreement shall be unamended and in full force and effect.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement are Merger is subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) Article V shall be true and correct in all material respects both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier datethat such representations and warranties (i) are qualified by the term “material,” “materially,” “Material Adverse Effect” or other similar qualifications, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (as so written, including the term “material,” “materiality,” “Material Adverse Effect” or other than those listed in the preceding sentencesimilar qualifications) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at Date and as of such time (except ii) specifically related to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to shall only be so true and correct would not reasonably be likely as of such earlier date, except for inaccuracies or omissions as to have or result inmatters that, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not reasonably be reasonably likely expected to materially impair or delay the ability of Buyer or Merger Sub to consummate the transactions contemplated by, or perform their respective obligations under, this Agreement. (b) Each of the covenants of Buyer and Merger Sub to be performed at or prior to the Closing shall have a Parent Material Adverse Effectbeen performed in all material respects. (c) Parent Buyer shall have delivered to the Company a certificatecertificate signed by an officer of Buyer, dated the date as of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of ParentClosing Date, certifying as that, to the fulfillment knowledge and belief of such officer, the conditions specified in Section 7.03(a9.3(a) and 7.03(b)Section 9.3(b) have been fulfilled.

Conditions to the Obligations of the Company. The In addition to the conditions set forth in Section 7.1, the obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment at satisfaction or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company (to the extent permitted by applicable Law) waiver by the Company on or prior to the Merger Closing Date of the following further conditions: (a) The each of the representations and warranties of Parent and Merger Sub (i) set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) Article V hereof, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct in all material respects both when made and at and as of the date of this Agreement and the Merger Closing Date, Date as if though made at and as of such time (except to the extent expressly made that any such representation and warranty expressly, including by virtue of the lead in to Article V, speaks as of an earlier datea particular date or period of time, in which case as of such date). The representations representation and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) warranty shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct as of such particular date or period of time), except for such failures to be true and correct as would not reasonably be likely to have or result in, individually or the aggregate, constitute a Parent Material Adverse Effect.Effect; (b) Parent and Merger Sub shall have performed or complied in all material respects with all agreements contained herein and covenants required by this Agreement to be performed or complied with by it them on or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Merger Closing Date; and (c) Parent shall have delivered to the Company a certificate, dated the date as of the Closing, Merger Closing Date and signed by the Chief Executive Officer or Chief Financial Officer an executive officer of Parent, certifying as to the fulfillment of effect that the conditions specified set forth in Section 7.03(a7.3(a) and 7.03(b)Section 7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of Parent and Merger Sub set forth contained herein or otherwise required to be made after the date hereof in a writing expressly referred to herein by or on behalf of Parent and Merger Sub pursuant to this Agreement, to the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) extent qualified by materiality or Material Adverse Effect, shall be have been true and correct and, to the extent not qualified by materiality or Material Adverse Effect, shall have been true in all material respects both respects, in each case when made and at on and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, which need be true, or true in which all material respects, as the case may be, only as of such the specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer President or Chief Financial Officer any Vice President of ParentParent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.03(a7.3(a) and 7.03(b7.3(b). (d) The Company shall have received an opinion of Wilson Sonsini, Goodrich & Rosati, Professional Corporation dated the Efxxxxxxx Xxxx, baxxx xx xhe xxxxxxentations of Parent and the Company substantially in the forms attached hereto as Exhibits C and D , 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.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Merger is subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of Parent and Merger Sub set forth Acquisition contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in (except to the extent that the aggregate of all material respects both when made and breaches thereof would not have a Material Adverse Effect on Parent) at and as of the Closing Date, Effective Time with the same effect as if made at and as of such time the Effective Time (except to the extent expressly made as of such representations specifically relate to an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, and in which case as of such date)any event, except where subject to the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent foregoing Material Adverse Effect. (bEffect qualification) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or and, at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent and Acquisition shall have delivered to the Company a certificatecertificate to that effect, dated executed by executive officers of Parent and Acquisition; (b) each of the date 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 at or before the Effective Time and, at the Closing, signed Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by executive officers of Parent and Acquisition; and (c) the Chief Executive Officer Company shall have received the opinion of tax counsel to the Company or Chief Financial Officer tax counsel to Parent to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, certifying as Acquisition and the Company will be a party to the fulfillment reorganization within the meaning of Section 368(b) of the conditions specified Code, which opinion may rely on such representations as such counsel reasonably deems appropriate, and such opinion shall not have been withdrawn or modified in Section 7.03(a) and 7.03(b)any material respect.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Merger is subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall be true and correct in all material respects both when made and at and as of the Closing DateEffective Time, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The other than representations and warranties of Parent and Merger Sub set forth herein (other than those listed in that expressly relate to a specific date prior to the preceding sentence) shall Closing Date which only need be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date); provided, however, that this condition shall be deemed satisfied unless any and all inaccuracies in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect. (b) Parent shall have performed or complied contained in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or complyArticle IV, in the aggregate, would not be reasonably likely to have result in a Parent Material Adverse Effect. Effect on Parent (c) ignoring for the purposes of this Section any qualifications by Material Adverse Effect or otherwise by material adversity and any materiality qualification or words of similar import contained in such representations or warranties), and, at the Closing, Parent and Merger Sub shall have delivered to the Company a certificatecertificate signed by their respective officers to that effect; (b) each of the covenants and obligations of Parent and Merger Sub 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, dated the date of at the Closing, Parent and Merger Sub shall have delivered to the Company a certificate signed by their respective officers to that effect; (c) the Chief Executive Officer or Chief Financial Officer Escrow Agreement substantially in the form of ParentExhibit A, shall have been duly executed and delivered by Parent and the Escrow Agent; and (d) the Company shall have received certificates executed by the Secretaries of Parent and Merger Sub certifying as of the Closing Date to (i) their respective certificates of incorporation and (ii) incumbency matters with respect to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Company.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger, or to permit the consummation of the Merger, are subject to the fulfillment at or prior to the Effective Time of each of the following conditionssatisfaction or, any or all of which may be waived in whole or in part by the Company to the extent if permitted by applicable Law, waiver of the following further conditions: (a) The each of the representations and warranties of Parent and Merger Sub set forth Acquiror contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement that is qualified by materiality shall be true true, complete and correct in all material respects both when made and at on and as of the Closing Date, Effective Time as if made at and as of such time the Effective Time (except to the extent expressly made other than representations and warranties which address matters only as of an earlier datea certain date which shall be true, in which case complete and correct as of such certain date). The ) and each of the representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) that is not so qualified shall be true true, complete and correct in all material respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, Effective Time as if made at and as of such time the Effective Time (except to the extent expressly made other than representations and warranties which address matters only as of an earlier datea certain date which shall be true, complete and correct in which case all material respects as of such certain date), in each case except where as contemplated or permitted by this Agreement, and the failure Company shall have received a certificate of an authorized officer of Acquiror to such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.effect; (b) Parent Acquiror shall have performed or complied in all material respects with all agreements contained herein and covenants required by this Agreement to be performed or complied with by it on or prior to or at the time Effective Time and the Company shall have received a certificate of the Closing, except where the failure an authorized officer to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.that effect; (c) Parent Acquiror shall have executed and delivered to the Company a certificate, dated the date signed counterpart of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b).Escrow Agreement;

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger and the other transactions contemplated by this Agreement are hereby is subject to the fulfillment at or prior to the Effective Time of each of the following conditionssatisfaction, any or all of which may be waived in whole or in part by the Company or, to the extent permitted by applicable Applicable Law, waiver by the Company, on or prior to the Closing, of the following conditions: (a) The the representations and warranties of Parent and Merger Sub set forth in the first sentence of in: (i) Section 4.01 5.01 (Organization Existence and QualificationPower.), Section 5.02 (Authorization.), Section 5.03(a) (Consents and Approvals; No Violations.) and in Section 4.02 5.10 (Authority For This AgreementBrokers’ Fees.) shall be true and correct in all material respects both when made (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” and at words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent any such representation or warranty expressly made as of an earlier relates to a specified date, in which case such representation or warranty shall be so true and correct only on and as of such specific date). The , and (ii) Article 5 (other than the representations and warranties of Parent and Merger Sub set forth herein (other than those listed referred to in the preceding sentenceforegoing clause (i)) hereof shall be true and correct in (disregarding all respects (without giving effect qualifications or limitations as to any materiality or material adverse effect qualifications contained “materiality,” “Parent Material Adverse Effect” and words of similar import set forth therein) both when made and at as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent expressly such representations and warranties are made on and as of an earlier a specified date, in which case such representation or warranty shall be so true and correct only as of such specified date), except in the case of this clause (ii) only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect.; (b) each of Parent and Merger Sub shall each have performed or complied in all material respects with all covenants, obligations and agreements contained herein required to be performed or complied with by it under this Agreement at or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing Date; and (c) Parent the Company shall have delivered to received at the Company Closing a certificate, dated the date certificate signed on behalf of the Closing, signed Parent by the Chief Executive Officer or Chief Financial Officer an authorized officer of Parent, Parent certifying as to the fulfillment of that the conditions specified set forth in Section 7.03(a) and Section 7.03(b)) have been satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction (or waiver by the Company) at or prior to the Effective Time of each Closing of the following further conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The each of the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) Article V shall be true and correct in all material respects both when made accurate (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” and at and words of similar import set forth therein) as of the Closing Date, Date as if made at and as of such time (except to the extent expressly made other than those representations and warranties that address matters only as of an earlier datea particular date or only with respect to a specific period of time, in which case such representations and warranties need only be true and accurate as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect date or with respect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such dateperiod), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely accurate (without giving effect to have any limitation as to “materiality” or result in, individually or the aggregate, a “Parent Material Adverse Effect. (b” and words of similar import set forth therein) Parent shall have performed would not, individually or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; (b) each of Parent and Sub shall have performed in all material respects all of the respective obligations hereunder required to be performed by Parent or Sub, as the case may be, at or prior to the Closing; (c) Parent the Company shall have received a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; and (d) Parent and the Escrow Agent shall have executed and delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(a) and 7.03(b)Escrow Agreement.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by under this Agreement are subject to the fulfillment satisfaction at or prior to the Effective Time of each Closing of the following conditions, but compliance with any or all of which such conditions may be waived in whole or in part by the Company to the extent permitted by applicable Lawin writing: (a) The on the Closing Date, the representations and warranties of Parent and Merger Sub Investor set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made with the same effect as though such representations and at and as of the Closing Date, as if warranties were made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be likely to have or result in, individually or the aggregate, a Parent Material Adverse Effect.time; (b) Parent Investor shall have performed or and complied in all material respects with all agreements agreements, covenants and conditions contained herein required to be performed by or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.; (c) Parent the Company shall have received a written opinion or opinions from Canadian or U.S. counsel for Investor satisfactory to the Company; (d) Investor shall have delivered to the Company a certificatethe aggregate purchase price for the Purchased Securities being purchased hereunder; (e) all consents, dated approvals or waivers from Persons, including Governmental Authorities, if any, required prior to the date Closing Date in connection with the consummation of the Closing, signed transactions contemplated hereby or by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as other Transaction Documents shall have been obtained upon terms and conditions which are not materially adverse to the fulfillment of Company; and (f) contemporaneously with the conditions specified in Section 7.03(a) execution hereof, Investor shall have executed and 7.03(b)delivered the Corporate Governance and Transition Arrangements Letter Agreement and on the Closing Date, Investor shall have executed the Shareholder Agreement, the Registration Rights Agreement, and the Preferential Rights Agreement.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Merger is also subject to the fulfillment at satisfaction, or waiver by the Company, on or prior to the Effective Time of each Closing Date 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: (a) The the representations and warranties of the Parent and the Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made and at as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects Date (without giving effect to any qualification as to materiality or material adverse effect qualifications Parent Material Adverse Effect contained therein) both when as though made and at and as of the Closing Date, as if made at on and as of such time date (except to the extent expressly made for representations and warranties that by their terms speak specifically as of an earlier the date of this Agreement or another date, in which case as of such date), except where the failure any failures of any such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality or Parent Material Adverse Effect contained therein) have not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect.; (b) each of the Parent and the Merger Sub shall have performed or complied with in all material respects with all agreements contained herein its covenants and obligations required to be performed or complied with by it under this Agreement on or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing Date; and (c) Parent the Company shall have delivered to received a certificate executed by an executive officer of the Company a certificateParent, dated the date Closing Date, confirming on behalf of the Closing, signed by Parent and the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of Merger Sub that the conditions specified set forth in Section 7.03(a7.2(a) and 7.03(b)Section 7.2(b) have been duly satisfied.

Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Lawlaw: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) shall contained herein, shall, be true and correct in all material respects both respects, in each case, when made and at on and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, in which case need be true and correct as of such the specified date), except where the any such failure of such representations and warranties to be so true and correct would not reasonably be likely expected to have or result in, individually or the aggregate, in a Parent Material Adverse Effect. (b) Parent shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer an officer of Parent, certifying as to the fulfillment satisfaction of the conditions specified in Section 7.03(aSections 7.3(a) and 7.03(b7.3(b). (d) The Principal Stockholders shall have received counterparts to the Escrow Agreement executed by Parent and the Escrow Agent. (e) Parent or the Company shall have entered into an employment arrangement with Xxxxxx X. Xxxxxxxx substantially in the form of Exhibit C. (f) There shall not have been a Parent Material Adverse Effect. (g) The Company shall have received a tax opinion of its Tax Counsel, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Subsequent Merger, taken together, will be treated as a reorganization within the meaning of Section 368(a) of the Code and each of Parent and the Company will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code (the “Tax Opinion”). The Company’s Tax Counsel shall be entitled to rely upon representation letters from each of the Company, Parent, Merger Sub, Subco and others, in each case, in form and substance reasonably satisfactory to such Tax Counsel. Each such representation letter shall be dated as of the date of the Tax Opinion.

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the transactions contemplated by this Agreement are is subject to the fulfillment at or prior to the Effective Time of each satisfaction of the following additional conditions, any one or all more of which may be waived in whole or in part writing by the Company to the extent permitted by applicable LawCompany: (a) The Each of the representations and warranties of Parent Acquiror and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made and at on the date hereof and as of the Closing Date(or, as if made at in the case of any representations and as of such time (except warranties that expressly relate to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), as if made anew at and as of that time, except where as would not have a material adverse effect on the failure ability of such representations Acquiror to consummate the transactions contemplated hereby, and warranties each of the covenants and agreements of Acquiror to be so true and correct would not reasonably be likely performed as of or prior to the Closing shall have been performed in all material respects, except in each case for changes after the date hereof which are contemplated or result in, individually or the aggregate, a Parent Material Adverse Effectexpressly permitted by this Agreement. (b) Parent shall have performed or complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent Acquiror shall have delivered to the Company a certificatecertificate signed by an officer of Acquiror, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parentcertifying that, certifying as to the fulfillment knowledge and belief of such officer, the conditions specified in Section 7.03(a8.1 (as they relate to Acquiror and Merger Sub) and 7.03(b)subsection 8.3 (a) have been fulfilled. (c) Acquiror shall have executed and delivered to the Holder Representative the Adjustment Escrow Agreement. (d) Acquiror shall have executed and delivered to the Holder Representative the Indemnification Escrow Agreement.

Conditions to the Obligations of the Company. The obligations of the Company to consummate effect the transactions contemplated by this Agreement Amalgamation are subject to the fulfillment at or prior to the Effective Time Closing Date of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The representations and warranties of each of Parent and Merger Amalgamation Sub set forth in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) contained herein shall be have been true and correct in all material respects both when made and at on and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) both when made and at on and as of the Closing Date, as if made at and as of such time Date (except to the extent expressly for representations and warranties made as of an earlier a specified date, in which case need be true and correct only as of such the specified date); provided, except where the failure however, that this condition shall be deemed satisfied unless all failures of such representations and warranties to be so true and correct would not reasonably be likely (without giving effect to have any materiality or result insimilar qualification), individually or in the aggregate, have had, or would reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effectand Amalgamation Sub to perform their respective obligations under this Agreement. (b) Each of Parent and Amalgamation Sub shall have performed or complied in all material respects with all covenants and agreements contained herein required to be performed or complied with by it prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Chief Executive Officer or Chief Financial Officer an executive officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.03(aSections 8.03(a) and 7.03(b8.03(b).

Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate effect the transactions contemplated by this Agreement are Merger is also subject to the fulfillment satisfaction, or waiver (where permissible pursuant to applicable Law) by the Company, at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable Law: (a) The the representations and warranties of the Parent and Merger Sub set forth contained in the first sentence of Section 4.01 (Organization and Qualification) and in Section 4.02 (Authority For This Agreement) this Agreement shall be true and correct in all material respects both when made and at as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). The representations and warranties of Parent and Merger Sub set forth herein (other than those listed in the preceding sentence) shall be true and correct in all respects Date (without giving effect to any qualification as to materiality or material adverse effect qualifications Parent Material Adverse Effect contained therein) both when as though made and at and as of the Closing Date, as if made at on and as of such time date (except to the extent expressly made for representations and warranties that by their terms speak specifically as of an earlier the date of this Agreement or another date, in which case as of such date), except where the failure any failures of any such representations and warranties to be so true and correct (without giving effect to any qualification as to materiality or Parent Material Adverse Effect contained therein) have not had and would not reasonably be likely expected to have or result inhave, individually or in the aggregate, a Parent Material Adverse Effect.; (b) each of the Parent and Merger Sub shall have performed or complied with in all material respects with all agreements contained herein its covenants and obligations required to be performed or complied with by it under this Agreement on or prior to or at the time of the Closing, except where the failure to so perform or comply, in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.Closing Date; and (c) Parent the Company shall have delivered to received a certificate executed by an executive officer of the Company a certificateParent, dated the date Closing Date, confirming on behalf of the Closing, signed by the Chief Executive Officer or Chief Financial Officer of Parent, certifying as to the fulfillment of Parent and Merger Sub that the conditions specified set forth in Section 7.03(a6.2(a) and 7.03(b)Section 6.2(b) have been duly satisfied.