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

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 be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (i) 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 the Purchaser contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 obligations and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Second Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (ia) 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 First Merger 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 Closingconsummated. (iib) The Company shall have received Each of 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 the Purchaser TRTL contained in this Agreement Article VI shall have been be true and correct (disregarding all qualifications and exceptions contained therein relating without giving effect to any limitation as to “materiality, material adverse effect ” or “TRTL Material Adverse Effect” or any similar qualificationslimitation set forth therein) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties case, they shall be true and correct on and as of such earlier date), except except, in either case, where the failure of such representations and warranties to be so true and correct would not have be a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementTRTL Material Adverse Effect. (ivc) There Each of the covenants of TRTL, TRTL Parent and TRTL Merger Sub to be performed as of or prior to the Closing shall not be have been performed in effect any Governmental Order all material respects. (d) TRTL shall have delivered to the Company a certificate signed by an officer of TRTL, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 10.3(b) and Section 10.3(c) have been fulfilled. (e) TRTL shall have delivered to the Company a Governmental Authority true copy of competent jurisdiction restraining, enjoining or otherwise prohibiting the resolutions of the TRTL Board and the respective boards of TRTL Parent and TRTL Merger Sub authorizing the execution of this Agreement and the consummation of the transactions contemplated herebyherein, certified by the Secretary or similar officer of TRTL, TRTL Parent and TRTL Merger Sub, as applicable. (vf) The Purchaser TRTL shall have performed delivered to the Company a counterpart signature of the Investor Rights Agreement duly executed by the TRTL Sponsors and MIHI LLC. (g) TRTL shall have delivered to the Company an executed Amended Forward Purchase Contract duly executed by all parties thereto. (h) TRTL shall have delivered to the Company executed payoff letters for all Indebtedness of TRTL in form and substance reasonably acceptable to TRTL Parent. (i) TRTL shall have delivered to the Company an executed Forfeiture Letter duly executed by all parties thereto. (j) No TRTL Material Adverse Effect shall have occurred and no event or complied circumstance that would reasonably be expected to result in or cause a TRTL Material Adverse Effect shall have occurred. (k) TRTL shall have delivered to the Company duly executed waivers, payoff letters or final invoices, as applicable, in each case in a form reasonably satisfactory to the Company, from each vendor, lender, creditor, noteholder or other counterparty in respect of all material respects with all obligations and covenants Expenses, Indebtedness or other Liabilities set forth on Exhibit E or required by this Agreement to be performed or complied with set forth on Schedule 6.16, Schedule 6.7 and the promissory notes issued pursuant to the Expense Advancement Agreement. (l) TRTL shall have delivered to the Company an executed Exchange Agreement duly executed by such all parties by thereto other than the Closing DateCompany.

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 be performed on the Closing Date shall be under this Agreement are subject to the satisfaction (satisfaction, at or waiver by before the Company) as Closing, of the Closing Date each of the following conditions: (ia) The Master Disposition During the period from the date of this Agreement shall be in full force and effect and all conditions to the obligations of the Company under the Master Disposition Agreement Closing Date, there shall not have been satisfied occurred a Material Adverse Effect on Parent 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 ClosingMerger Sub. (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. (iiib) The representations and warranties of the Purchaser Parent and Merger Sub contained herein that are qualified as to materiality shall be true in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made respects on and as of the Closing Date (except to for the extent such representations and warranties expressly relate to an earlier date, in made as of a specific date which case such representations and warranties shall be true in all material respects as of such date) with the same force and correct effect as though made on and as of such earlier date), except where and each of the failure to representations and warranties of Parent and Merger Sub that are not so qualified shall be so true and correct would not have a in all material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreementrespects. (ivc) 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 Parent and Merger Sub shall have performed or and complied in all material respects with all covenants, agreements, obligations and covenants conditions required by this Agreement to be so performed or complied with by such parties Parent and Merger Sub at or prior to the Closing. (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order, that (a) restrains or prohibits the consummation of the Merger or (b) could reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub. (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) Parent shall have delivered to the Company a certificate, dated the Closing Date, executed by a duly authorized officer of Parent, certifying to the fulfillment of the conditions specified in Sections 7.03(a), (b) and (c). (g) Parent shall have delivered to the Company a certificate, dated Closing Date, executed by the Secretary of Parent, certifying as to (i) Parent and Merger Sub’s Governing Documents, (ii) resolutions with respect to the Merger adopted by Parent’s board of directors and stockholders and Merger Sub’s member attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by Parent and Merger Sub to the Company at the Closing shall be reasonably satisfactory in form and substance to the Company. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of counsel to the Company, in connection with (a) the execution and delivery by Parent and Merger Sub of this Agreement, and (b) the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby, and copies of all such Consents shall have been delivered 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 consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions, in its sole discretion: (a) (i) 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 Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Purchaser Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties 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 (ii) each of the representations and warranties of Acquiror contained in this Agreement shall have been true and correct (other than Section 5.12) (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualificationsqualification or exception) when made shall be true and correct as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on at and as of such earlier date, except for, in each case of this clause (ii), except where inaccuracies or omissions that would not, individually or in the failure aggregate, reasonably be expected to be so true and correct would not have a material adverse effect on the Purchaser’s ability of Acquiror or Merger Sub to consummate perform their obligations under this Agreement (provided, however, that none of the transactions contemplated Precedent Transactions, including any actions, acquisitions, mergers, reorganizations and similar changes affecting the Company, Acquiror or any of their respective businesses or Affiliates, shall be deemed an inaccuracy or omission regarding any representation or warranty referenced in clauses (i) through (ii), and each such representation and warranty shall be deemed qualified by this Agreement.the Precedent Transactions in all respects); (ivb) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Each of the transactions contemplated hereby. (v) The Purchaser 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 obligations and covenants required by this Agreement to respects; and (c) The Available Cash shall be performed or complied with by such parties by no less than the Closing DateMinimum Available Cash Amount.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Contemplated Transactions are subject to the satisfaction (fulfillment at or waiver by prior to the Company) as Effective Time of the Closing Date 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: (i) 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. (iiia) The representations and warranties of the Purchaser Parent and Merger Sub contained in this Agreement herein qualified as to materiality shall have been be true and correct (disregarding and those not so qualified shall be true and correct in all qualifications material respects as of the date hereof and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made at and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier were made at and as of such date (except for representations and warranties made as of a specified date, in which case shall speak only as of the specified date), except for such representations and warranties shall that could be reasonably anticipated to cease to be true between the date hereof and correct on and Closing as a result of such earlier date), except where matters properly disclosed in the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementParent Disclosure Schedule. (ivb) 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 Parent and Merger Sub shall have performed or complied in all material respects with all obligations agreements, covenants and covenants conditions contained herein required by this Agreement to be performed or complied with by them prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the fulfillment of the conditions specified in Section 7.3(a) and Section 7.3(b). (d) Since the date of this Agreement, no change, event or effect shall have occurred or been threatened which has or which would reasonably be expected to have a Parent Material Adverse Effect. (e) Parent and stockholders of Parent party thereto required to amend the Parent Stockholders Agreement and the Registration Rights Agreement other than the Warburg Holders party thereto shall have executed and delivered to the APAR Holders the Amended Stockholders’ Agreement and the Amended Registration Rights Agreement. (f) All of the Parent Consents shall have been obtained. (g) The Merger shall continue to qualify as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that this condition shall be deemed to have been satisfied unless both (a) outside legal counsel to the Company shall have provided to the Company a written opinion to the effect that such parties by counsel cannot opine that the Closing DateMerger will so qualify and (b) no action on the part of the Company, or any APAR Holder shall have caused the Merger to no longer so qualify.

Conditions to the Obligations of the Company. The obligation of the Company to sell effect the Purchased Securities Mergers and the other obligations of transactions contemplated by this Agreement or the Company and its subsidiaries hereunder required to be performed on Related Agreements (including, without limitation, the Closing Date shall be Related Transactions) is subject to the satisfaction (at or waiver by prior to the Company) as Effective Time of the Closing Date Mergers of the following conditions: (ia) 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 the Purchaser contained Playboy, Holdco, Merger Sub P and Merger Sub S set forth in this Agreement that are qualified as to materiality shall have been be true and correct, and the representations and warranties of Playboy, Holdco, Merger Sub P and Merger Sub S set forth in this Agreement that are not so qualified shall be true and correct (disregarding in all qualifications and exceptions contained therein relating to materialitymaterial respects, material adverse effect or similar qualifications) when made in each case as of the date of this Agreement and as of the Closing Date Effective Time of the Mergers, as though made on and as of the Closing Date (Effective Time of the Mergers, except to the extent such the representation or warranty is expressly limited by its terms to another date or except for changes contemplated by this Agreement, and the Company shall have received a certificate (which certificate may be qualified by knowledge to the same extent as the representations and warranties expressly relate of Playboy, Holdco, Merger Sub P and Merger Sub S contained herein are so qualified) signed on behalf of Playboy by an executive officer of Playboy or signed on behalf of Holdco by an executive officer of Holdco, to an earlier datesuch effect; (b) each of the Playboy Entities shall have obtained the consent, in which case such representations and warranties approval or waiver of each non-governmental Person whose consent, approval or waiver shall be true and correct on and as of required in order for such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability Playboy Entity to consummate the transactions contemplated by this Agreement. (iv) There shall Agreement or the Related Agreements, except those for which the failure to obtain such consent, approval or waiver, individually or in the aggregate, is not be in effect any Governmental Order by reasonably likely to have, a Governmental Authority Playboy Material Adverse Effect and is not reasonably likely to adversely affect the ability of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of Playboy to consummate the transactions contemplated hereby.by this Agreement or the Related Agreements; (vc) The Purchaser each of the obligations of the Playboy Entities to be performed at or before the Effective Time of the Mergers pursuant to the terms of this Agreement and the Related Agreements shall have been duly performed or complied in all material respects with all obligations at or before the Effective Time of the Mergers and covenants required at the Closing, Playboy shall have delivered to the Company a certificate of an executive officer of Playboy to such effect; (d) the Company shall have received the opinion of Kramer, Levin, Naftalis & Xxxxxxx, counsel to the Company, dated the Closing Date, to the effect that the Mergers will be treated for federal income tax purposes as exchanges governed by the provisions of Section 351 of the Code; (e) the Company shall have received a certificate, in form and substance reasonably satisfactory to it, signed by the Secretary of Playboy, certifying (i) that full and complete copies of the following are attached thereto: (X) resolutions or similar documents evidencing the authorization and approval by the Playboy Board and the boards of directors of the other Playboy Entities of this Agreement and the Related Agreements and the transactions contemplated by this Agreement or the Related Agreements (including, without limitation, the Mergers and the Related Transactions), (Y) the Restated Certificate of Incorporation of Playboy and the Certificates of Incorporation (or other organizational documents) of each of the Playboy Entities, each as amended to the date hereof and (Z) such other documents or instruments as the Company may reasonably request in connection with the transactions contemplated by this Agreement or the Related Agreement (including, without limitation, the Mergers and the Related Transactions); and (ii) as to the incumbency and specimen signature of each representative of Playboy and the other Playboy Entities signing this Agreement, the Related Agreements and any other document in connection herewith or therewith; (f) the New Playboy Class B Common Stock shall be performed or complied with by such parties by listed for trading on the NYSE; (g) the Company shall have received the opinion of a nationally recognized solvency firm, dated the Closing DateDate and in form and substance satisfactory to the Company, to the effect that Subco will be solvent upon consummation of the Mergers and the Related Transactions; (h) contemporaneously with the Closing, all outstanding amounts due under the Loan and Security Agreement dated as of January 15, 1997, as amended, between the Company and Xxxxx L.L.C. shall have been repaid; and (i) since December 31, 1997, no change or event shall have occurred which has had or could reasonably be expected to result in a Playboy Material Adverse Effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement are subject to the satisfaction (at or waiver by prior to the Company) as Effective Time of the Closing Date 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: (ia) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations Each 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 the Purchaser Parent and Merger Sub contained in this Agreement shall have been herein, shall, be true and correct (disregarding in all qualifications and exceptions contained therein relating to materialitymaterial respects, material adverse effect or similar qualifications) in each case, when made and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier made as of a specified date, in which case such representations and warranties shall need be true and correct on and as of such earlier the specified date), except where the any such failure to be so true and correct would not have reasonably be expected to result in a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect. (ivb) 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 Parent shall have performed or complied in all material respects with all obligations agreements and covenants conditions contained herein required by this Agreement to be performed or complied with by such parties it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an officer of Parent, certifying as to the satisfaction of the conditions specified in Sections 7.3(a) and 7.3(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 obligation of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (a) (i) 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 Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Purchaser Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties 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 (ii) each of the representations and warranties of Acquiror contained in this Agreement shall have been true and correct (other than Section 5.12) (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualificationsqualification or exception) when made shall be true and correct as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on at and as of such earlier date), except where for, in each case, inaccuracies or omissions that would not, individually or in the failure aggregate, reasonable be expected to be so true and correct would not have a material adverse effect on the PurchaserAcquiror’s ability to consummate the transactions contemplated by this Agreement.; (ivb) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Each of the transactions contemplated hereby. (v) The Purchaser covenants of Acquiror to be performed as of or prior to the Closing shall have been performed or complied in all material respects respects; and (c) (i) The amount of cash available in the Trust Account following the Acquiror Stockholders’ Meeting, after deducting the amount required to satisfy the Acquiror Share Redemption Amount (but prior to payment of (x) any deferred underwriting commissions being held in the Trust Account, and (y) any Company Transaction Expenses or Acquiror Transaction Expenses, as contemplated by Section 11.6), plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with all obligations the Closing pursuant to (A) Subscription Agreements entered into on or prior to the date hereof or (B) agreements entered into after the date hereof with Persons, on terms and covenants required by this Agreement in amounts with the prior written consent of the Company (such consent not to be performed unreasonably withheld, delayed or complied conditioned), plus (iii) the aggregate gross purchase price of any other purchase of shares of Acquiror Class A Common Stock actually received by Acquiror prior to or substantially concurrently with by such parties by the Closing Datewith Persons, on terms and in amounts with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (the sum of (i), (ii) and (iii), the “Available Acquiror Cash”), is equal to or greater than $200,000,000.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on effect the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (ia) The Master Disposition Agreement representations of the Investors in Section 1.1(b) shall be true and correct (A) in full force the case of the Registration Statement and effect 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 conditions references to any time period or date referred to in Section 1.1(b) shall be deemed to be references 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 Date. All other representations and warranties of the Purchaser Investors contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to i) that are qualified by materiality, material adverse effect or words of similar qualifications) when made import, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations representation and warranties warranty expressly relate to speaks as of an earlier date, in which case such representations representation and warranties warranty shall be true and correct on as of such earlier date) and (ii) that are not qualified by materiality, material adverse effect or words of similar import, shall be true and correct in all material respects 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 which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure . (b) The Investors shall have performed all of their obligations hereunder required to be so true performed by them in all material respects, and correct would complied with the covenants hereunder applicable to them in all material respects, at or prior to the Closing. (c) Since the date of this Agreement, there shall not have a been, and be continuing, any material adverse effect on or any effect that would, individually or in the Purchaser’s aggregate, reasonably be expected to materially and adversely affect the Investors’ ability to perform their obligations under this Agreement or consummate the transactions contemplated by this Agreementhereby on a timely basis. (iv) 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. (vd) The Purchaser Company shall have performed or complied received a certificate, signed by an officer of each Investor, certifying as to the matters set forth in all material respects with all obligations Section 5.2(a), (b) and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date(c).

Conditions to the Obligations of the Company. The obligation of the Company to sell consummate the Purchased Securities and Merger is subject to the other obligations satisfaction of the following conditions, the imposition of which is solely for the benefit of the Company and its subsidiaries hereunder required to any one or more of which may be performed on the Closing Date shall be subject to the satisfaction (or waiver expressly waived by the Company) , in its sole discretion, except as of the Closing Date of the following conditionsotherwise required by law: (i) 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. (iiia) The representations and warranties of the Purchaser Parent and Merger Sub contained in this Agreement herein shall have been true and correct (disregarding in all qualifications material respects when made, and exceptions contained therein relating to materiality, shall be true and correct in all material adverse effect or similar qualifications) when made respects at and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations representation and warranties expressly relate to an earlier warranty had by its terms been made as of a specific date, in which case such representation and warranty shall have been true and correct in all material respects as of such specific date). For purposes of this Section 6.03(a), the requirement that the representations and warranties of Parent and Merger Sub shall be true and correct on in "all material respects" is not intended to establish a different or higher materiality standard with respect to any representation or warranty that is already qualified by a materiality or a Material Adverse Effect standard by the terms thereof. The Company shall have received a certificate of Parent dated the Closing Date and as signed by the trustee of such earlier date), except where Parent certifying to the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by fulfillment of this Agreement.condition; (ivb) There shall not be in effect any Governmental Order by a Governmental Authority Each of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. (v) The Purchaser Parent and Merger Sub shall have performed or in all material respects all obligations and agreements and complied in all material respects with all obligations covenants and covenants required by conditions contained in this Agreement to be performed or and complied with by such parties by it at or prior to the Closing Date, and the Company shall have received a certificate of Parent dated the Closing Date and signed by an officer of Parent certifying the fulfillment of this condition; (c) The Paying Agent shall have received to be held in accordance with the Paying Agent Agreement (i) at the direction of Group, as proceeds of the initial drawdown under the Credit Agreement, an amount equal to 80% of the Funds and (ii) from Parent, as proceeds of the Equity Financing, an amount equal to 20% of the Funds; (d) Parent shall have entered into a binding commitment (subject to the Effective Time occurring) to purchase the SERP Policy; and (e) The Company shall have received from the Company's Financial Advisor a written opinion, dated the Closing Date, confirming, to the reasonable satisfaction of the Company, the Preliminary Solvency Opinion.

Conditions to the Obligations of the Company. The obligation of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company: (a) Each of the representations and warranties of Acquiror contained in this Agreement shall be true and correct in all material respects both on the date hereof and as of the Closing Date Closing, as if made anew at and as of that time, and each of the following conditions: (i) The Master Disposition Agreement shall covenants and agreements of Acquiror to be in full force and effect and all conditions performed as of or prior to the obligations of the Company under the Master Disposition Agreement Closing shall have been satisfied duly performed, except in each case for changes after the date hereof which are contemplated 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 permitted by the Master Disposition Agreement shall be consummated concurrently with the Closingthis Agreement. (iib) Acquiror shall have delivered to the Company a certificate signed, on behalf of Acquiror, by an officer of Acquiror, dated the Closing, certifying that, to the best of the knowledge and belief of such officer, the conditions specified in Section 8.1, as they relate to Acquiror and Merger Sub, and subsection 8.3(a) have been fulfilled. (c) 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 the Purchaser contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materialityan opinion, material adverse effect or similar qualifications) when made and dated as of the Closing Date as though made on Date, from Bingxxx, Xxxx & Xoulx XXX, counsel to Acquiror substantially in the form of Annex D. (d) The form and as substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to the Company and its counsel. (e) Other than the exercise by Dissenting Stockholders of their appraisal rights under the DGCL, no legal action or other claim shall be pending or threatened before or by any Governmental Authority or by any other Person seeking to restrain or prohibit, or damages or other relief in connection with, the execution and delivery of this Agreement or the consummation of the Closing Date (except to Merger and the extent such representations and warranties expressly relate to an earlier datetransactions contemplated thereby which might in the reasonable judgment of the Company, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementCompany and its Subsidiaries taken as a whole. (iv) 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 obligations and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date.

Conditions to the Obligations of the Company. The obligation hereunder of the Company to issue and sell the Purchased Securities and to the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Investor is further subject to the satisfaction (satisfaction, at or waiver by the Company) as before each Closing Date, of the Closing Date each of the following conditions: (i) The Master Disposition Agreement shall , each of which are for the Company’s sole benefit and may be in full force and effect and all conditions to the obligations of waived by 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 Closingat any time in its sole discretion:. (iia) The Company Investor shall have received executed this Agreement and the closing deliveries described in Section 2(e) hereof Registration Rights Agreement and each agreement included therein shall be in full force and effectdelivered the same to the Company. (iiib) The Investor shall have delivered to the Company the aggregate Put Amount for the Securities being purchased by the Investor. (c) The representations and warranties of the Purchaser contained in this Agreement Investor shall have been be true and correct (disregarding in all qualifications material respects, other than representations and exceptions contained therein relating to warranties which are qualified by materiality, material adverse effect or similar qualifications) which shall be true and correct in all respects, in each case as of the date when made and as of the applicable Closing Date as though made on and as of the Closing Date (except to the extent such Date, other than representations and warranties expressly relate to an earlier which are made as of a specific date, in which case such representations and warranties shall be true and correct on in all material respects, other than representations and as of such earlier date)warranties which are qualified by materiality, except where the failure to which shall be so true and correct would not have a material adverse effect on in all respects, as of the Purchaser’s ability to consummate date when made, and other than the transactions contemplated by this Agreementrepresentations and warrants as set forth in Section 3.04, which shall be true and correct in all respects. (ivd) There The Investor shall not have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Investor on or before such Closing Date in effect all material respects. (e) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any Governmental Order by a Governmental Authority court or governmental authority of competent jurisdiction restraining, enjoining or otherwise prohibiting which prohibits the consummation of the transactions contemplated herebyEquity Financing Transactions. (vf) The Purchaser Registration Statement shall have performed been declared effective and shall remain effective. (g) No stop order suspending the effectiveness of the Registration statement shall be in effect or complied to the Company’s knowledge shall be pending or threatened. (h) Neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC’s concerns have been addressed). (i) If applicable, the shareholders of the Company shall have approved the issuance of any Shares in all material respects excess of the Maximum Common Stock Issuance in accordance with all obligations Section 2.05 or the Company shall have obtained appropriate approval pursuant to the requirements of applicable state and covenants required by this Agreement to be performed or complied with by such parties by federal laws and the Closing DateCompany’s Articles of Incorporation and By-laws.

Conditions to the Obligations of the Company. The Company's obligation of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date it of the following conditionsconditions on or before the Closing: (i) 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. (iiia) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement that are qualified as to materiality shall have been be true and correct (disregarding accurate, and those not so qualified shall be true and accurate in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects at and as of the Closing Date as though if made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreementdate hereof. (ivb) 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 and complied in all material respects with all obligations agreements and covenants conditions contained herein that are required by this Agreement to be performed or complied with by such parties by it on or before the Closing Date, including without limitation, payment of the Purchase Price. (c) Purchaser shall have received all consents, permits, approvals and other authorizations that may be required from, and made all such filings and declarations that may be required with, any person pursuant to any law, statute, regulation or rule (federal, state, local and foreign), or pursuant to any agreement, order or decree by which Purchaser or any of its assets is bound, in connection with the transactions contemplated by this Agreement, except for (i) notice requirements which may be fulfilled subsequent to the Closing Date and (ii) consents, permits, approvals, authorizations, filings and declarations the failure to obtain or to undertake which will not adversely affect Purchaser's ability to perform its obligations under this Agreement or any agreement executed in accordance herewith. 17 (d) The Company shall have received a certificate, dated the Closing Date and signed by the President of the general partner of Purchaser, certifying that the conditions in Sections 3.2(a), (b) and (c) are satisfied on and as of such date. (e) The Company shall have received an opinion (reasonably satisfactory to the Company and its counsel), dated the Closing Date, from outside counsel to Purchaser in substantially the form of Exhibit C hereto.

Conditions to the Obligations of the Company. The obligation of the Company to sell consummate the Purchased Securities purchase and sale of the Shares and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date Warrants shall be subject to the satisfaction (satisfaction, at or waiver by prior to the Company) as of the Closing Date Closing, of the following conditions: (ia) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations All 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 the Purchaser contained Purchasers set forth in this Agreement shall have been be true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though if made on and as of the date of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date"Closing Date"), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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. (vb) The Purchaser Purchasers shall have performed or complied in all material respects fully performed and complied with all obligations agreements and covenants conditions required by under this Agreement to be performed or complied with by such parties by them on or prior to the Closing Date. (c) Each Purchaser shall have delivered to the Company a certificate of one of its officers to the effect set forth in Sections 3.2(a) and (b). (d) Each Purchaser shall have paid the portion of the Purchase Price allocable to such Purchaser as set forth in Exhibit A and in the manner set forth in Section 2. (e) Each Purchaser shall have executed and delivered to the Company a Registration Rights Agreement in form and substance reasonably satisfactory to the Company and the Purchasers (the "Rights Agreement"). (f) The Certificate of Amendment shall have been filed with the Department of State of the State of New York. (g) The Company shall have received confirmation from The Nasdaq Stock Market, Inc. (the "Nasdaq"), in form and substance reasonably satisfactory to the Company, to the effect that, under the Nasdaq's rules and policies, the issuance and sale of the Shares and the Warrants may be made without the approval of the Company's shareholders and without the imposition of conditions or limitations on the Company deemed unduly burdensome by the Company. (h) All corporate and other proceedings taken or to be taken in connection with the transactions contemplated by this Agreement at or before the Closing, and all instruments and other documents incident thereto, shall be satisfactory in form and substance to the Company and its counsel.

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 consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (a) (i) 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 Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Purchaser Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties 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 (ii) each of the representations and warranties of Acquiror contained in this Agreement shall have been true and correct (other than Section 5.12) (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualificationsqualification or exception) when made shall be true and correct in all material respects, in each case as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on in all material respects at and as of such earlier date), except where for changes after the failure date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; (b) Each of the covenants of Acquiror to be so true and correct would not have a material adverse effect on performed as of or prior to the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 Closing shall have been performed or complied in all material respects with all obligations respects; (c) The Domestication shall have been completed as provided in Section 7.7 and covenants required by this Agreement to be performed or complied with by such parties a time-stamped copy of the certificate issued by the Closing DateSecretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; and (d) The Available Acquiror Cash shall be no less than the Minimum Available Acquiror Cash Amount.

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 be performed on each Purchase Date (including the Closing Date Initial Purchase Date) shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct on such Purchase Date and the Seller shall be in compliance in all material respects with its respective obligations hereunder. (b) On or prior to such Purchase Date, there shall have been made and there shall be in full force and effect all filings (including, without limitation, UCC filings), recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action as may be necessary or, to the extent requested by the Company, advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of the Company and the Collateral Agent granted pursuant to this Agreement or the Funding Agreement, as the case may be, and the Company and the Collateral Agent shall have received evidence satisfactory to them of all of the foregoing. (c) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and sub stance to the Company and the Company shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Company may have reasonably requested. (d) The Company shall be permitted by the Funding Agreement to purchase Receivables on such Purchase Date and shall have cash in the Collection Account or shall have obtained funding from Edison in an amount sufficient to fund such purchase. (e) The Seller shall be in compliance in all material respects with its obligations hereunder. (f) No Company Event of Default described in clause (d) or (e) of the definition of Company Event of Default shall have occurred and be continuing. (g) No Seller Event of Default shall have occurred and be continuing. (h) The Wind-Down Date shall not have occurred. (i) The Master Disposition No Collection Agent Event of Default as defined in Section 5.05 hereof shall have occurred. (j) Each of the Parent Credit Agreement and the Intercreditor Agreement shall be in full force and effect and all conditions to the obligations no event of the Company default under the Master Disposition Parent Credit Agreement shall have been satisfied or shall occurred and 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 Closingcontinuing. (iik) The Company shall have received the closing deliveries described in Section 2(e) hereof and each agreement included therein Guaranty Letter of Credit shall be in full force and effecteffect and there shall be available for drawing thereunder an amount that is not less than 2% of the Outstanding Principal Receivables after giving effect to the purchase to be made on such Purchase Date. (iiil) The representations Seller and warranties GECC shall have received Support Agreements executed by the chief executive officer, treasurer and data processing manager of the Purchaser contained in this Agreement shall have been true Parent and correct (disregarding all qualifications the president and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as data processing manager of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementSeller. (iv) 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 obligations and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date.

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 consummate, or cause to be performed on consummated, the Transactions at the Closing Date shall be is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (i) 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. (iiia) The representations and warranties of the Purchaser contained in this Agreement Section 5.1 (Company Organization), Section 5.2 (Due Authorization), Section 5.11 (Trust Account), and Section 5.19 (Brokers’ Fees) shall have been each be true and correct in all material respects (disregarding all qualifications and exceptions contained therein relating without giving effect to any limitation as to “materiality, material adverse effect ” or “Parent Material Adverse Effect” or other similar qualificationsmateriality qualification set forth therein) when made and as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. The representation and warranty in Section 5.5 (Capitalization) shall be true and correct in all respects other than de minimis inaccuracies as of the Closing Date (Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct other than de minimis inaccuracies as of such earlier date. The representation and warranty in Section 5.13 (Absence of Changes) shall be true and correct in all respects as of the Closing Date. Each of the other representations and warranties of Parent contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” or other similar materiality qualification set forth therein) as of the Closing Date, except to the extent that any such representations and warranties expressly relate speaks as to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where for, in each case, inaccuracies or omissions that individually or in the failure aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect; (b) Each of the covenants of Parent, First Merger Sub and Second Merger Sub to be so true and correct would not have a material adverse effect on performed as of or prior to the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 Closing shall have been performed or complied in all material respects with all obligations respects; (c) Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect that is continuing; (d) The Domestication shall have been completed as provided in Section 7.9, and covenants required by this Agreement to be performed or complied with by such parties a time-stamped copy of the certificate issued by the Closing DateSecretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; (e) If required pursuant to the terms hereof and thereof, the Backstop Subscription shall have been consummated pursuant to, and to the extent required in accordance with the terms of, the Backstop Subscription Agreement; and (f) The Available Parent Cash shall be no less than Two Hundred Million Dollars ($200,000,000).

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement are subject to the satisfaction (fulfillment at or waiver by prior to the Company) as Effective Time of the Closing Date 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: (i) 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. (iiia) The representations and warranties of Parent and Merger Sub contained herein or otherwise required to be made after the Purchaser contained date hereof in a writing expressly referred to herein by or on behalf of Parent and Merger Sub pursuant to this Agreement Agreement, to the extent qualified by materiality or Material Adverse Effect, shall have been true and correct (disregarding and, to the extent not qualified by materiality or Material Adverse Effect, shall have been true in all qualifications and exceptions contained therein relating to materialitymaterial respects, material adverse effect or similar qualifications) in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier made as of a specified date, which need be true, or true in which all material respects, as the case such representations and warranties shall be true and correct on and may be, only as of such earlier the specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (ivb) 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 Parent shall have performed or complied in all material respects with all obligations agreements and covenants conditions contained herein required by this Agreement to be performed or complied with by such parties it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Closing DatePresident or any Vice President of Parent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.3(a) and 7.3(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 obligation of the Company to sell effect the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger is subject to the satisfaction (at or waiver by prior to the Company) as of the Closing Date Effective Time of the following conditions: (i) 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. (iiia) The representations and warranties of the Purchaser Parent and Merger Sub contained in this Agreement shall have been be true and correct (disregarding correct, in all qualifications material respects, as of the date hereof and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made at and as of the Closing Date Effective Time with the same effect as though if made on at and as of the Closing Date Effective Time (except to the extent such representations and warranties expressly specifically relate to an earlier date, date in which case such representations and warranties shall be true and correct on and as of such earlier date)) and, except where at the failure Closing, Parent and Merger Sub shall have delivered to the Company a certificate to that effect, executed by an executive officer of Parent and Merger Sub. (b) Each of the material covenants and obligations of Parent and Merger Sub to be so true 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 correct would not Merger Sub shall have delivered to the Company a material adverse effect on certificate to that effect, executed by an executive officer of Parent and Merger Sub; provided, however, that in connection with the Purchaser’s ability compliance by Parent or Merger Sub with any applicable law (including the HSR Act) or obtaining the consent or approval of any Governmental Entity whose consent or approval may be required to consummate the transactions contemplated by this Agreement, Parent shall not be (i) required, or be construed to be required, to sell or divest any material assets or business or to restrict in any material respect any business operations in order to obtain the consent or successful termination of any review of any such Governmental Entity regarding the transactions contemplated hereby; or (ii) prohibited from owning, and no material limitation shall be imposed on Parent's ownership of, any material portion of the Company's business or assets. (ivc) There shall not have occurred since June 1, 2000 any change, circumstance or event (whether or not known by the Company or disclosed in the Parent Disclosure Letter) that has had or may reasonably be in expected to have: (i) a material adverse effect any Governmental Order by on the business, financial condition, assets, results of operations or prospects of Parent, the Company and their respective Subsidiaries, taken as a Governmental Authority whole, or (ii) a material adverse effect on the business, financial condition, assets, results of competent jurisdiction restraining, enjoining operations or otherwise prohibiting the consummation prospects of the transactions contemplated herebyParent's Micro Products business taken alone. (vd) The Purchaser Stockholders shall have performed received an executed Registration Rights Agreement, dated as of the date hereof, in the form of Exhibit 5.10 hereto from Parent. (i) All of the conditions to the obligations of the Purchasers under the Stock Purchase Agreement of even date herewith among Parent and certain Purchasers named therein (the "Stock Purchase Agreement"), other than the conditions related to this Agreement, shall have been satisfied or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such parties waived by the Closing Dateparties thereto at or before the Closing. (ii) All of the conditions to the obligations of the Purchasers under the subordinated notes and warrant purchase agreement of even date herewith (the "Subordinated Debt Agreement"), other than the conditions related to this Agreement, shall have been satisfied or waived by the parties thereto at or before the Closing. (f) Parent shall have obtained the consent or approval of each person listed on Part 6.2 of the Parent Disclosure Letter whose consent is designated in Part 6.2 as material. (g) The Stockholders shall have received an executed governance agreement, dated as of the date hereof, among Parent and certain stockholders (the "Governance Agreement"), in the form of Exhibit 6.2(g) hereto from Parent. (h) There shall have been elected or appointed a chief executive officer or interim chief executive officer of Parent reasonably satisfactory to the Company. (i) The individuals designated in Exhibit 1 of the Governance Agreement (or, if any of them is unable or unwilling to serve, other persons acceptable to the Company) shall have been elected to and shall be serving on the Board of Directors of Parent. A director designated by Molex Incorporated shall be serving on the Board of Directors of Parent unless no such individual is able and willing to serve. (j) [intentionally omitted.] (k) The consolidated Net Working Capital (as hereinafter defined) of Parent and its consolidated subsidiaries as of September 1, 2000 (as determined in accordance with GAAP consistently applied) shall have been not less than $250,000 less than $20,000,000. For the purpose of this Section 6.2 (k), "Net Working Capital" shall mean current assets minus current liabilities. For purposes of the preceding sentence, liabilities that by their terms have a maturity date after September 1, 2001 shall be characterized as long-term liabilities rather than short-term liabilities without regard to their characterization as long-term liabilities or short-term liabilities for GAAP purposes.

Conditions to the Obligations of the Company. The obligation of the Company to sell effect the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger is subject to the satisfaction (at or waiver by prior to the Company) as of the Closing Date Effective Time of the following conditions: (ia) 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 the Purchaser Parent and Acquisition contained in this Agreement shall have been be true and correct (disregarding except to the extent that the aggregate of all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualificationsbreaches thereof would not have a Material Adverse Effect on Parent) when made at and as of the Closing Date Effective Time with the same effect as though if made on at and as of the Closing Date Effective Time (except to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where and in any event, subject to the failure foregoing Material Adverse Effect qualification) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by executive officers of Parent and Acquisition; (b) each of the covenants and obligations of Parent and Acquisition to be so true and correct would not have a material adverse effect on performed at or before the Purchaser’s ability Effective Time pursuant to consummate the transactions contemplated by terms of this Agreement. (iv) 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 Agreement shall have been duly performed or complied in all material respects with all obligations at or before the Effective Time and, at the Closing, Parent and covenants required Acquisition shall have delivered to the Company a certificate to that effect, executed by this Agreement executive officers of Parent and Acquisition; and (c) the Company shall have received the opinion of tax counsel to the Company or tax counsel to Parent to the effect that (i) the Merger will be performed treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion may rely on such representations as such counsel reasonably deems appropriate, and such opinion shall not have been withdrawn or complied with by such parties by the Closing Datemodified in any material respect.

Conditions to the Obligations of the Company. The obligation of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required transactions to be performed on by it in connection with the Closing Date shall be is subject to satisfaction of the satisfaction (or waiver by the Company) following conditions as of the Closing Date of the following conditionsClosing: (ia) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations Each 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 the Purchaser contained set forth in this Agreement Section 4.01(b) shall have been be true and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects as of the 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(b), shall be true and correct in all material respects (disregarding all qualifications of materiality or similar qualifiers) as of the date hereof and as of the Closing Date as though made on and as of such date and time (except to the extent or, for such of these representations and warranties expressly relate that refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct on and in all material respects (disregarding all qualifications of materiality or similar qualifiers) as of such earlier specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (ivb) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Each of the transactions contemplated hereby. (v) The Merger Sub and the Purchaser shall have performed or complied in all material respects with all obligations of its covenants and covenants agreements required by this Agreement to be performed or complied with by such parties by it under this Agreement prior to the Closing Date. (c) There shall not be any Order issued and directing that the transactions contemplated hereby not be consummated. (d) At or prior to the Closing, 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 financial officer or chief legal officer of the Purchaser on behalf of the Purchaser, to the 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 6.02 in writing at or prior to the Closing.

Conditions to the Obligations of the Company. The obligation of the Company to sell consummate the Purchased Securities transactions contemplated by this Agreement (including the Closing and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger) is subject to the satisfaction (at the Closing of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (ia) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations Each 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 the Purchaser Acquiror contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto that is qualified by materiality, including the terms “material,” “in all material respects” and “Material Adverse Effect” or words of similar effect, shall have been be true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made qualified on and as of the Closing Date (Date, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties expressly relate refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct on and as of such earlier date), except where . (b) Each of the failure covenants and agreements of Acquiror to be so true performed as of or prior to the Closing shall have been performed in all material respects. (c) Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that the conditions specified in Section 8.2(a) and correct would not Section 8.2(b) have a material adverse effect on been fulfilled. (d) Acquiror shall have executed and delivered to the Purchaser’s ability to consummate Holder Representative the transactions contemplated by this Escrow Agreement. (ive) There Acquiror shall not be have delivered to the Company evidence satisfactory to the Company that the R&W Insurance Policy is in effect any Governmental Order by a Governmental Authority of competent jurisdiction restrainingfull force and effect, enjoining or otherwise prohibiting subject to the consummation occurrence of the transactions contemplated herebyEffective Time. (v) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date.

Conditions to the Obligations of the Company. The obligation of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger is subject to the satisfaction (satisfaction, on or waiver by before the Company) as of the Closing Date Closing, of the following conditions: (i) 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. (iiia) The representations and warranties of the Purchaser Parent and Merger Sub contained in this Agreement Article III shall have been true be true, complete and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementClosing. (ivb) 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 Parent and Merger Sub shall have performed or and complied in all material respects with all obligations covenants and covenants agreements contained herein required by this Agreement to be performed or complied with by such parties them prior to or at the Closing. (c) The Firstmark Acquisition shall have been completed. (d) Parent and Merger Sub, as the case may be, shall have obtained all necessary consents of and made all required filings with any governmental authority or agency or third party required to be obtained prior to the Closing under applicable law and relating to the consummation of the Merger and the other transactions contemplated hereby. (e) Parent shall have delivered to the Company (1) a copy of the Certificate of Designation, certified by the Closing DateSecretary of State of the State of Delaware, (2) resolutions approved by the Board of Directors of Parent and Merger Sub authorizing the Merger and in full force and effect at the time of Closing, and (3) good standing certificates with respect to Parent and Merger Sub from the Secretary of State of the State of Delaware dated a recent date before the Closing. (f) No temporary restraining order, preliminary or permanent injunctions or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging the Merger and the other transactions contemplated hereby shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality seeking any of the foregoing be pending. (g) Xxxxxx & Xxxxxxx LLP shall have delivered an opinion regarding the authorization and issuance of the Parent Preferred Stock to the Company and each of the Holders of the Company Common Stock in form and substance reasonably acceptable to such holders.

Conditions to the Obligations of the Company. The obligation of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (i) 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 the Purchaser contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementAgreement at the Closing shall be subject to the satisfaction by Investor at or prior to the Closing of each of the following conditions (to the extent noncompliance is not waived in writing by 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. (ivb) There No restraining order or injunction shall not be in effect any Governmental Order prevent the transactions contemplated by this Agreement and no action, suit or proceeding by a Governmental Authority of competent jurisdiction restraining, enjoining shall be pending or otherwise prohibiting 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. (vc) The Purchaser representations and warranties made by Investor in this Agreement shall be true and correct in all respects as of the date of this Agreement, and will be true and correct in all respects as of the Closing Date, as if then made. (d) Investor shall have performed or and complied in all material respects with all of its covenants and obligations and covenants required by under this Agreement that are to be performed or complied with by such parties it at or before the Closing. (e) 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 as to the 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 6.2 by executing a writing so stating at or before the Closing Datebut the Company shall have no obligation to grant any such waiver.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger are subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following further conditions: (i) The Master Disposition Merger Subsidiary shall have performed in all material respects all of its obligations hereunder and under the Exchange and Voting Agreement shall required to be in full force and effect and all conditions performed by it at or prior to the obligations of the Company under the Master Disposition Agreement shall have been satisfied or shall be satisfied concurrently with the Closing orEffective Time, 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 the representations and warranties of Merger Subsidiary contained in this Agreement and in any certificate or other writing delivered by Merger Subsidiary pursuant hereto (without regard to any qualification with respect to materiality or to having a Material Adverse Effect) shall be true in all material respects at and as of the Effective Time as if made at and as of such time, and (iii) the Company shall have received a certificate signed by a duly authorized manager of Merger Subsidiary to the closing deliveries described in Section 2(e) hereof and each agreement included therein shall be in full force and foregoing effect. (iiib) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 Continuing Shareholders shall have performed or complied in all material respects with all of their obligations under the Exchange and covenants Voting Agreement required by this Agreement to be performed by them at or complied with by prior to the Effective Time. (c) Merger Subsidiary shall have delivered to the Company copies of such parties certificates or such other similar materials relating to the solvency of the Company after giving effect to the Transactions and the financing contemplated by the Closing DateCommitment Letter as shall have been delivered to the lender providing the Commitment Letter and the Stockholders and the Company may rely on such certificates or other materials with the same effect as if they had been issued to the Company and the Stockholders. If the lender does not require such information, Merger Subsidiary shall be required to deliver to the Company a certificate or such similar materials in form and substance satisfactory to the Special Committee from the Company's Chief Financial Officer relating to the solvency after giving effect to the Transactions and the financing described herein.

Conditions to the Obligations of the Company. The obligation of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required consummate, or cause to be performed on consummated, the Closing Date shall be Mergers are subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (ia) 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 the Purchaser contained in this Agreement shall have been true and correct Acquiror Fundamental Representations (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect and Acquiror Material Adverse Effect or any similar qualificationsqualification or exception) when made shall be true and correct in all material respects, in each case as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on in all material respects at and as of such earlier date), except where for changes after the failure date of this Agreement which are expressly permitted by this Agreement or the Ancillary Agreements; and (ii) each of the representations and warranties of Acquiror and Merger Subs contained in this Agreement other than the Acquiror Fundamental Representations (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Acquiror Material Adverse Effect or any similar qualification or exception) shall be so true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.an Acquiror Material Adverse Effect; (ivb) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation each of the transactions contemplated hereby. (v) The Purchaser 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 obligations and covenants required by respects; provided, that for purposes of this Section 9.3(b), a covenant of Acquiror shall only be deemed to have not been performed if Acquiror has failed to cure within twenty (20) days after notice (or if earlier, the Agreement Deadline); (c) there shall not have occurred an Acquiror Material Adverse Effect between the date of this Agreement and the date of the Closing the impact of which continues to be performed a Acquiror Material Adverse Effect; and (d) the Acquiror Closing Cash Amount shall be equal to or complied with by such parties by the Closing Dategreater than $250,000,000.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement are subject to the satisfaction (fulfillment at or waiver by prior to the Company) as Effective Time of the Closing Date 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: (i) 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. (iiia) The representations and warranties of SWAT and Merger Sub contained herein shall be true, except where the Purchaser contained failure to be true, individually or in this Agreement shall the aggregate, has not had or is not reasonably expected to have been true and correct (disregarding all qualifications and exceptions contained therein relating to materialitya Material Adverse Effect on SWAT, material adverse effect or similar qualifications) when made and as of the Closing Date as though made in each case on and as of the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier made as of a specified date, in which case such representations and warranties shall be true and correct on and speak only as of such earlier the specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (ivb) There SWAT shall not be in effect any Governmental Order by a Governmental Authority have minimum unrestricted cash on hand of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby$1,000,000. (vc) The Purchaser SWAT and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants conditions contained herein required by this Agreement to be performed or complied with by it prior to or at the time of the Closing. (d) SWAT shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of SWAT (but without personal liability thereto), certifying as to the actual cash on hand and fulfillment of the conditions specified in Section 6.3(a), Section 6.3(b) and Section 6.3(c). (e) Prior to the Closing, there shall not have occurred any Material Adverse Effect on SWAT. (f) The SWAT Common Stock required to be issued hereunder shall have been approved for listing on the Nasdaq Capital Market, subject only to official notice of issuance. (g) SWAT’s stockholders shall have approved, in accordance with applicable Law, (i) a proposal to change SWAT’s name to “PepperBall Technologies, Inc.”, (ii) the conversion of SWAT’s Series B Convertible Preferred Stock into shares of SWAT Common Stock, and (iii) such parties by other proposal(s) as the Closing DateCompany and SWAT shall mutually agree to include in the Joint Proxy Statement, including any proposals that may be required pursuant to the terms of this Agreement. (h) There shall be no Liens, other than Permitted Liens, on the assets of SWAT. (i) SWAT shall have entered into a mutually acceptable employment agreement with Xxxx X. Xxxxxx.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement are subject to the satisfaction (fulfillment at or waiver by prior to the Company) as Effective Time of the Closing Date 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: (i) 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. (iiia) The representations and warranties of the Purchaser Parent and Merger Sub contained herein shall be true in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) respects when made and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier made as of a specified date, in which case such representations and warranties shall be true and correct on and speak only as of such earlier the specified date), except where the failure to be so true and correct would true, individually or in the aggregate, has not had or is not reasonably expected to have a material adverse effect Material Adverse Effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementParent and its Subsidiaries taken as a whole. (ivb) 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 Parent shall have performed or complied in all material respects with all obligations agreements and covenants contained herein required by this Agreement to be performed or complied with by such parties it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Closing DatePresident of Parent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Sections 8.3(a) and 8.3(b). (d) The Company shall have received an opinion from its tax counsel reasonably acceptable to the Company, dated the Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; and (ii) each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. The issuance of such opinion shall be conditioned on the receipt by such tax counsel of representation letters from each of the Parent, Merger Sub and the Company, substantially in the forms attached hereto as Exhibits D and E. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. (e) Parent and each of Xxxxxx Xxxx and Xxxxxxxx Xxxx shall have entered into amended employment agreements in the form reasonably acceptable to the Company. (f) Xxxxxxx, LLC (the “Company’s Financial Advisor”) shall have delivered to the Company Board its opinion, to the effect that, as of the date of such opinion, the Exchange Ratio is fair to the stockholders of the Company from a financial point of view, and such opinion has not been withdrawn or modified. (g) Each of the Company Stock Options, Company Warrants and Company Convertible Notes shall have been assumed and/or replaced as provided in Section 2.2. (h) Parent and Merger Sub shall cause Parent’s board of directors upon the Effective Time to consist of eight (8) directors. Such directors shall be comprised of: (i) six (6) directors designated by the Company, (ii) two (2) of directors designated by Parent. Four (4) of the directors designated by the Company and one (1) of the directors designated by Parent shall be “independent directors” as such term is defined in NASDAQ marketplace rule 4200(14). (i) The Company shall have received an opinion from Parent’s legal counsel reasonably acceptable to the Company dated the Effective Time in a form customary with respect to the transactions contemplated hereby.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger are subject to the satisfaction (or waiver by the Company(where permissible) as of the Closing Date of the following additional conditions: (i) 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. (iiia) The representations and warranties by or on behalf of the Purchaser Parent and Merger Sub contained in this Agreement or in any certificate or document delivered to the Company or Shareholders pursuant to the provisions hereof shall have been be true and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made Material respects at and as of the time of Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on were made at and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreementtime. (ivb) 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 Parent and Merger Sub shall have performed or and complied in all material respects with all obligations covenants, agreements, and covenants conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) The certificates representing the shares of Common Stock delivered to Shareholders shall conform in all Material respects to the form of such parties certificates attached as Exhibit "E". (d) All instruments and documents delivered to the Company and Shareholders pursuant to the provisions hereof shall be reasonably satisfactory to legal counsel for the Company and Shareholders. (e) Parent shall have delivered to Shareholders an "investment letter", in the form of Exhibit "C", setting out that the shares being acquired by Parent are restricted shares and are being acquired for investment purposes only, and not with a view to public resale or distribution. (f) Parent shall have delivered to the Company and Shareholders an opinion of Parent's counsel in the form of Exhibit "F". (g) There shall be delivered to the Shareholders an officer's certificate, signed by Xxxxxx X. Xxxxx. President of Parent, to the effect that all of the representations and warranties of the Parent set forth herein are true and complete in all Material respects as of the Closing Date, and that the Parent has complied in all Material respects with its covenants and agreements set forth herein required to be complied with by the Closing Datesubstantially in the form of Exhibit "K" hereto. (h) Parent shall have delivered the employment agreement of Xxxxx Xxxxxx substantially in the form of Exhibit "L" and a Mutual Confidentiality Agreement in the form attached as Exhibit "r".

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement are subject to the satisfaction (fulfillment at or waiver by prior to the Company) as Effective Time of the Closing Date 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: (i) 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. (iiia) The representations and warranties of Parent and the Purchaser 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 Operating Company pursuant to this Agreement Agreement, to the extent qualified by materiality or Material Adverse Effect, shall have been true and correct (disregarding and, to the extent not qualified by materiality or Material Adverse Effect, shall have been true in all qualifications and exceptions contained therein relating to materialitymaterial respects, material adverse effect or similar qualifications) in each case when made and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier made as of a specified date, which need be true, or true in which all material respects, as the case such representations and warranties shall be true and correct on and may be, only as of such earlier the specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (ivb) 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 Parent shall have performed or complied in all material respects with all obligations agreements and covenants conditions contained herein required by this Agreement to be performed or complied with by such parties it prior to or at the time of the Closing. (c) Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by the Closing DatePresident or any Vice President of Parent (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in Section 7.3(a) and 7.3(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 obligation of the Company to sell effect the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger is subject to the satisfaction (at or waiver by prior to the Company) as of the Closing Date Effective Time of the following conditions: (ia) 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 the Purchaser Parent and Acquisition contained in this Agreement (other than those contained in Section 3.10) shall have been be true and correct as of the date hereof (disregarding except to the extent that the aggregate of all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualificationsbreaches thereof would not have a Material Adverse Effect on Parent) when made and as of the Closing Date Effective Time with the same effect as though if made on at and as of the Closing Date Effective Time (except to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where and in any event, subject to the failure to foregoing Material Adverse Effect qualification) and the representations and warranties of Parent and Acquisition contained in Section 3.10 53 63 shall be so true and correct would not in all respects at and as of the Effective Time, and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (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 in all material adverse effect on respects at or before the Purchaser’s ability Effective Time, and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; provided, however, that in connection with the compliance by Parent or Acquisition with any Applicable Law (including the HSR Act) or obtaining the consent or approval of any Governmental Entity whose consent or approval may be required to consummate the transactions contemplated by this Agreement. (iv) There , Parent shall not be (i) required, or be construed to be required, to sell or divest any material assets or business or to restrict in effect any material respect any business operations in order to obtain the consent or successful termination of any review of any such Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of Entity regarding the transactions contemplated hereby.hereby or (ii) prohibited from owning, and no material limitation shall be imposed on Parent's ownership of, any material portion of the Company's business or assets; (vc) The Purchaser the shares of Parent Common Stock issuable to the Company's stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger shall have performed been approved for quotation on the Nasdaq National Market, upon official notice of issuance; (d) the Company shall have received the opinion of tax counsel to the Company or complied tax counsel to Parent to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion may rely on the representations set forth in all Exhibits B-1 and B-2 and such other representations as such counsel reasonably deems appropriate and such opinion shall not have been withdrawn or modified in any material respects respect; and (e) there shall have been no events, changes or effects, individually or in the aggregate, with all obligations and covenants required by this Agreement respect to Parent or its subsidiaries having, or that would reasonably be performed or complied with by such parties by the Closing Dateexpected to have, a Material Adverse Effect on Parent.

Conditions to the Obligations of the Company. The obligation -------------------------------------------- of the Company to sell effect the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger is subject to the satisfaction (at or waiver by prior to the Company) as of the Closing Date Effective Time of the following conditions: (ia) 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 the Purchaser Parent and Acquisition contained in this Agreement shall have been be true and correct (disregarding correct, except to the extent that the aggregate of all qualifications breaches thereof would not have a Material Adverse Effect on Parent and exceptions contained therein relating except to materialitythe extent such breach is with respect to Section 3.2 and occurred as a result of any issuance of or execution of any agreement to issue capital stock of Parent in connection with any financing or acquisition transaction, material adverse effect or similar qualifications) when made as of the date hereof and at and as of the Closing Date Effective Time with the same effect as though if made on at and as of the Closing Date Effective Time (except to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date)date and, except where in any event, subject to the failure foregoing Material Adverse Effect qualification) and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; (b) each of the material covenants and obligations of Parent and Acquisition to be so true 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 correct would not Acquisition shall have delivered to the Company a material adverse effect on certificate to that effect, executed by two (2) executive officers of Parent and Acquisition; provided, however, that in connection with the Purchaser’s ability compliance by Parent or Acquisition with any applicable law (including the HSR Act) or obtaining the consent or approval of any Governmental Entity whose consent or approval may be required to consummate the transactions contemplated by this Agreement. (iv) There , Parent shall not be (i) required, or be construed to be required, to sell or divest any material assets or business or to restrict in effect any material respect any business operations in order to obtain the consent or successful termination of any review of any such Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of Entity regarding the transactions contemplated hereby.hereby or (ii) prohibited from owning, and no material limitation shall be imposed on Parent's ownership of, any material portion of the Company's business or assets; (vc) The Purchaser the Company shall have performed received the opinion of tax counsel to the Company or complied tax counsel to Parent to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Acquisition and the Company will be a party to the reorganization within the meaning of Section 368(b) of the 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 any material respect; (d) the Company shall have received the opinion of legal counsel to Parent and Acquisition as to the matters set forth in Exhibit C; --------- (e) there shall have occurred no Material Adverse Effect on Parent; (f) the Securityholder Agent shall have received, on behalf of all material respects with all obligations and covenants required shareholders of the Company, the Registration Rights Agreement executed by this Agreement Parent; and (g) the Shares of Parent Common Stock to be performed or complied with by such parties by issued in the Closing DateMerger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on effect the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (ia) The Master Disposition Agreement representations of the Investors in Section 1.1(b) shall be true and correct (A) in full force the case of the Registration Statement and effect 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 conditions references to any time period or date referred to in Section 1.1(b) shall be deemed to be references 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 Date. All other representations and warranties of the Purchaser Investors contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to i) that are qualified by materiality, material adverse effect or words of similar qualifications) when made import, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representations representation and warranties warranty expressly relate to speaks as of an earlier date, in which case such representations representation and warranties warranty shall be true and correct on as of such earlier date) and (ii) that are not qualified by materiality, material adverse effect or words of similar import, shall be true and correct in all material respects 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 which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure . (b) The Investors shall have performed in all material respects all of their obligations hereunder required to be so true performed by it, and correct would complied with the covenants hereunder applicable to them in all material respects, at or prior to the Closing. (c) Since the date of this Agreement, there shall not have a been any material adverse effect on or any effect that would, individually or in the Purchaser’s aggregate, reasonably be expected to materially and adversely affect the Investors’ ability to perform their obligations under this Agreement or consummate the transactions contemplated by this Agreementhereby on a timely basis. (iv) 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. (vd) The Purchaser Company shall have performed or complied received a certificate, signed by an officer of each Investor, certifying as to the matters set forth in all material respects with all obligations Section 5.2(a), (b) and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date(c).

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger are subject to the satisfaction or waiver (or waiver in writing if permissible under applicable Law) by the Company) as of the Closing Date Company of the following further conditions: (ia) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations each 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 the Purchaser Parents and Mergerco contained in this Agreement shall have been be true and correct in all respects (disregarding 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 qualifications and exceptions contained therein relating to materiality, material adverse effect respects” or similar qualificationslike words) when made as of the date of this Agreement and as of the Closing Date Effective Time with the same effect as though made on and as of the Closing Date Effective Time (except to the extent such for representations and warranties expressly relate to made as of an earlier date, in which case such representations and warranties shall be true and correct on and 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 not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.Mergerco Material Adverse Effect; (iv) 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. (vb) The Purchaser Parents and Mergerco shall have performed or complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by such parties them on or prior to the Effective Time; (c) 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 Effective Time and signed by their respective chief executive officers or another senior officer on their behalf, certifying to the Closing Dateeffect that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell effect the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date Merger shall be subject to the satisfaction (fulfillment at or waiver by prior to the Company) as of the Closing Date Effective Time of the following conditions, any one or more of which may be waived by the Company: (ia) The Master Disposition representations and warranties of Parent and Merger Subsidiary contained in Article IV of this Agreement shall be true and correct in full force all material respects as of the date of the Original Merger Agreement and effect and all conditions immediately prior to the obligations Effective Time as if such representations and warranties had been made on and as of the Company under the Master Disposition Agreement Effective Time; each of Parent and Merger Subsidiary shall have been satisfied or shall be satisfied concurrently performed and complied in all material respects with the Closing or, agreements and obligations contained in this Agreement required to be performed and complied with the consent of the Company, waived pursuant by it immediately prior to the terms therein, Effective Time; and the acquisition contemplated by the Master Disposition Agreement shall be consummated concurrently with the Closing. (ii) The Company shall have received a certificate signed by a duly authorized executive officer of each of Parent and Merger Subsidiary to the closing deliveries described effects set forth in this Section 6.02(a). (b) The Shareholder Approval shall have been obtained as set forth in Section 2(e) hereof 5.02, and each agreement included therein shall be remain in full force and effect. (iiic) The representations and warranties There shall not be pending any litigation or administrative proceeding brought by any governmental or other regulatory or administrative agency or commission requesting or looking toward an injunction, writ, order, judgment or decree which, in the reasonable judgment of the Purchaser contained in Company, is reasonably likely, if issued, to restrain or prohibit the consummation of any of the transactions contemplated hereby or require rescission of this Agreement or any such transactions or result in material damages to the Company, its officers or directors, or the Shareholders if the transactions contemplated hereby are consummated, nor shall there be in effect any injunction, writ, judgment, preliminary restraining order or other order or decree of any nature issued by a court or governmental agency of competent jurisdiction directing that any of the transactions provided for herein not be consummated as so provided. (d) All corporate action on the part of Parent and Merger Subsidiary necessary to authorize the execution, delivery and consummation of this Agreement or any agreement or instrument contemplated hereby to which Parent or Merger Subsidiary is or is to be a party or the transactions contemplated hereby or thereby shall have been true duly and correct validly taken. (disregarding all qualifications e) All consents, authorizations, orders and exceptions contained therein relating to materialityapprovals of (or filings or registrations with) any governmental commission, material adverse effect board or similar qualificationsother regulatory body (domestic or foreign) when made required in connection with the execution, delivery and as performance of this Agreement, including approval under the HSR Act, shall have been obtained or made, except for filing of the Closing Date as though made on Articles of Merger and as of any other documents required to be filed after the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date)Effective Time, except where the failure to be so true and correct have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on Material Adverse Effect. All consents required from third parties in order for the Purchaser’s ability Company to consummate the transactions contemplated by this AgreementMerger shall have been obtained except for such consents, the failure of which to obtain, would not have a Material Adverse Effect. (ivf) The Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent. (g) There shall not be in effect any Governmental Order by have been a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herebyParent Material Adverse Effect. (v) The Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date.

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 be performed on each Purchase Date (including the Closing Date Initial Purchase Date) shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct on such Purchase Date and the Seller shall be in compliance in all material respects with its respective obligations hereunder. (b) On or prior to such Purchase Date, there shall have been made and there shall be in full force and effect all filings (including, without limitation, UCC filings), recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action as may be necessary or, to the extent requested by the Company, advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of the Company and the Collateral Agent granted pursuant to this Agreement or the Security Agreement, as the case may be, and the Company and the Collateral Agent shall have received evidence satisfactory to them of all of the foregoing. (c) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Company and the Company shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Company may have reasonably requested. (d) The Company shall be permitted by the Liquidity Agreement to purchase Receivables on such Purchase Date and shall have cash in the Collection Account or shall have obtained Loans or issued Commercial Paper in an amount sufficient to fund such purchase. (e) The Seller shall be in compliance in all material respects with its obligations hereunder. (f) No Company Event of Default described in clause (d) or (e) of Section 8.01 of the Liquidity Agreement shall have occurred and be continuing. (g) No Seller Event of Default shall have occurred and be continuing. (h) The Wind-Down Date shall not have occurred. (i) The Master Disposition No Collection Agent Event of Default as defined in Section 5.05 hereof shall have occurred. (j) Each of the Parent Credit Agreement and the Intercreditor Agreement shall be in full force and effect and all conditions to the obligations no event of the Company default under the Master Disposition Parent Credit Agreement shall have been satisfied or shall occurred and 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 Closingcontinuing. (iik) The Company shall have received the closing deliveries described in Section 2(e) hereof and each agreement included therein Guaranty Letter of Credit shall be in full force and effecteffect and there shall be available for drawing thereunder an amount that is not less than 2% of the Outstanding Principal Receivables after giving effect to the purchase to be made on such Purchase Date. (iiil) The representations Seller and warranties GECC shall have received Support Agreements executed by the chief executive officer, treasurer and data processing manager of the Purchaser contained in this Agreement shall have been true Parent and correct (disregarding all qualifications the president and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as data processing manager of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementSeller. (iv) 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 obligations and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities transactions contemplated by this Agreement and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Transaction Documents are subject to the satisfaction (or written waiver by the Company) as of Seller), at or prior to the Closing Date Closing, of the following conditions: (i) The Master Disposition Agreement shall be in full force and effect and all conditions to (A) 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 the Purchaser Entities contained in this Agreement (other than the Purchaser Fundamental Representations and Warranties) shall have been be true and correct in all respects (disregarding without giving effect to any qualification as to “materiality,” “in all qualifications material respects,” “Material Adverse Effect” or words of like meaning set forth therein) on and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date (other than such representations and warranties that expressly speak only as of a specific date or time, which will be true and correct (without giving effect to any qualification as to “materiality,” “in all material respects,” “Material Adverse Effect” or words of like meaning set forth therein) as of such specified date or time, as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, date or time in which case such representations and warranties shall be true and correct on and as of such earlier dateall respects), except where the failure of any such representations and warranties to be so true and correct correct, would not not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.Agreement and (B) the Purchaser Fundamental Representations and Warranties shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date (other than such representations and warranties that expressly speak only as of a specific date or time, which will be true and correct in all material respects as of such specified date or time as though made on and as of such date or time); (ii) the covenants, conditions and agreements contained in this Agreement required to be complied with or performed by the Purchaser Entities on or before the Closing Date shall have been complied with and performed in all material respects; (iii) each Purchaser shall have delivered to the Company a certificate from its Chief Executive Officer or Chief Financial Officer (or if no such officer exists, then another legal officer or authorized signatory of each Purchaser) dated as of the Closing Date certifying that the conditions specified in Sections 4.2(c)(i) and 4.2(c)(ii) have been satisfied; and (iv) 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 delivered to the Company the documents listed in all material respects with all obligations ‎Section 4.3(a), each of which shall be in full force and covenants required by this Agreement to be performed or complied with by such parties by the Closing Dateeffect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell the Purchased Securities and the other fulfill its obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date under Section 2.1 hereof shall be subject to the satisfaction (or waiver by the Company) as of prior to the Closing Date of the following conditions: (ia) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations Each 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 the Purchaser contained in this Agreement shall have been be true and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects as of the date of this Agreement and as of the Closing Date as though if made on the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), and the Company shall have received a certificate signed by a duly authorized representative of each Purchaser to the foregoing effect. (b) The Purchaser shall have delivered to the Company the Existing Notes and a dollar amount equal to the Purchase Price (net of the amount of costs as of the Closing Date which are reimbursable by the Company pursuant to Section 6.5 hereof), such amount to be payable (except i) by wire transfer of immediately available funds to an account with a bank designated by the Company, by notice to the extent such representations Purchaser to be provided no later than two Business Days prior to the Closing Date, or (ii) a federal (same day) funds check payable to the order of the Company. (c) The Company shall have received (i) a counterpart to this Agreement, duly executed and warranties expressly relate delivered by the Purchaser, and (ii) a counterpart of each Related Agreement (other than the Notes), substantially in the form attached hereto as an exhibit, which shall have been duly executed and delivered by the Purchaser. (d) No party to an earlier date, in which case such representations and warranties this Agreement (other than the Company) shall be true in material breach of this Agreement unless such breach shall have been waived in writing by each of the other parties to this Agreement. (e) The Company shall have obtained in writing all consents of third parties necessary to permit the consummation of the transactions contemplated by this Agreement and correct on the Related Agreements (other than the consents referred to in Section 4.2(g) hereof) and as of no such earlier date), except where consent shall contain any term or condition that the failure Company reasonably deems to be so true materially disadvantageous to the Company. (f) The Company shall have received such other certificates, opinions, documents and correct would not instruments related to the transactions contemplated hereby as may have a material adverse effect on been reasonably required by the Purchaser’s ability to consummate Company and are customary for transactions of this type, and all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement, shall be reasonably satisfactory in form and substance to the Company and its counsel. (iv) 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 obligations and covenants required by this Agreement to be performed or complied with by such parties by the Closing Date.

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 consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (a) (i) 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 Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Purchaser Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties 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 (ii) each of the representations and warranties of Acquiror contained in this Agreement shall have been true and correct (other than Section 5.12) (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualificationsqualification or exception) when made shall be true and correct as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on at and as of such earlier date), except where the failure to be so true and correct for, in each case, (1) inaccuracies or omissions that would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability of Acquiror or Merger Sub to consummate perform its obligations under this Agreement and (2) changes after the transactions date of this Agreement which are contemplated or expressly permitted by this Agreement.Agreement or the Ancillary Agreements; (ivb) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Each of the transactions contemplated hereby. (v) The Purchaser covenants of Acquiror and Merger Sub to be performed as of or prior to the Closing shall have been performed or complied in all material respects with all obligations respects; (c) The Domestication shall have been completed as provided in Section 7.7 and covenants required by this Agreement to be performed or complied with by such parties a time-stamped copy of the certificate issued by the Closing DateSecretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; and (d) All of the directors of Acquiror (other than those Persons identified as the initial directors of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6) shall have resigned or otherwise been removed effective as of or prior to the Effective Time.

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 consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (a) (i) 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 Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Purchaser Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties 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 (ii) each of the representations and warranties of Acquiror contained in this Agreement shall have been true and correct (other than Section 5.12) (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualificationsqualification or exception) when made shall be true and correct in all material respects, in each case as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on in all material respects at and as of such earlier date), except where for changes after the failure date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; (b) Each of the covenants of Acquiror to be so true and correct would not have a material adverse effect on performed as of or prior to the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 Closing shall have been performed or complied in all material respects with all obligations respects; (c) The Domestication shall have been completed as provided in Section 7.7 and covenants required by this Agreement to be performed or complied with by such parties a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; (d) (i) The amount of cash available in the Trust Account following the Acquiror Shareholders’ Meeting, after deducting the amount required to satisfy the Acquiror Share Redemption Amount (but prior to payment of (x) any deferred underwriting commissions being held in the Trust Account, and (y) any Company Transaction Expenses or Acquiror Transaction Expenses, as contemplated by Section 11.6), plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing Date(the sum of (i) and (ii), the “Available Acquiror Cash”), plus (iii) the Uber Note Principal Amount, is equal to or greater than $1,000,000,000; and (e) All of the directors of Acquiror (other than those Persons identified as the initial directors of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6) shall have resigned or otherwise been removed effective as of or prior to the Effective Time.

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 be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (i) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations of the Company under this Agreement are subject to the Master Disposition Agreement shall have been satisfied satisfaction at or shall be satisfied concurrently with prior to the Closing or, with the consent of the Companyfollowing conditions, but compliance with any such conditions may be waived pursuant to the terms therein, and the acquisition contemplated in whole or in part by the Master Disposition Agreement shall be consummated concurrently with the Closing.Company in writing: (iia) The Company shall have received on the closing deliveries described in Section 2(e) hereof and each agreement included therein shall be in full force and effect. (iii) The Closing Date, the representations and warranties of the Purchaser contained Investor set forth in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on with the same effect as though such representations and warranties were made at and as of such earlier date)time; (b) Investor shall have performed and complied with all agreements, except where the failure covenants and conditions contained herein required to be so true and correct would not have a material adverse effect on performed by or complied with by it prior to or at the Purchaser’s ability to consummate the transactions contemplated by this Agreement.Closing; (ivc) There the Company shall not be 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 the aggregate purchase price for the Purchased Securities being purchased hereunder; (e) all consents, approvals or waivers from Persons, including Governmental Authorities, if any, required prior to the Closing Date in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting connection with the consummation of the transactions contemplated hereby.hereby or by the other Transaction Documents shall have been obtained upon terms and conditions which are not materially adverse to the Company; and (vf) The Purchaser contemporaneously with the execution hereof, Investor shall have performed or complied in all material respects with all obligations executed and covenants required by this delivered the Corporate Governance and Transition Arrangements Letter Agreement to be performed or complied with by such parties by 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 obligation Notwithstanding any other provision of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (i) The Master Disposition Agreement shall be in full force and effect and all conditions to this Agreement, the obligations of the Company under to consummate the Master Disposition Agreement shall have been satisfied or shall be satisfied concurrently with Merger are subject to the Closing or, with the consent following conditions precedent: (a) All 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 the made by Purchaser contained in this Agreement and in any documents or certificates provided by Purchaser shall have been true and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects as of the date of this Agreement and as of the Closing Date Effective Time as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this AgreementEffective Time. (ivb) 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 in all material respects all obligations and shall have complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by such parties it prior to or at the Effective Time. (c) Except as specifically contemplated herein, there shall not have been any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any federal or state government or governmental agency or 51 instrumentality or court, which would prohibit Purchaser's ownership or operation of all or a material portion of the Company's business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified, or would compel Purchaser to dispose of or hold separate all or a material portion of the Company's business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified as a result of this Agreement, or which would render the Purchaser or the Company unable to consummate the transactions contemplated by this Agreement. (d) As of the Closing Date, there shall have been no material adverse change in the operations or financial condition of Purchaser from that which was represented and warranted on the date of this Agreement pursuant to this Agreement and the Purchaser Disclosure Schedules provided on the date of this Agreement, it being understood that any updates provided pursuant to Section 5.11 hereof do not constitute a waiver or other consent to any such material adverse change in Purchaser, except in accordance with Section 5.9. (e) The Company shall have received a certificate signed by the Chairman and Chief Executive Officer of Purchaser, dated as of the Effective Time, that based upon such Chief Executive Officer's knowledge, the conditions set forth in Sections 6.3(a), (b) and (d) have been satisfied. (f) Neither Purchaser nor any Purchaser Subsidiary shall be made a party to, or to the knowledge of Purchaser, threatened by, any actions, suits, proceedings, litigation or legal proceedings which, in the reasonable opinion of the Company, have or are likely to have a Material Adverse Effect on the consolidated assets, properties, business, operations or condition, financial or otherwise, of Purchaser. (g) All action required to be taken by or on the part of Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and the stockholders of Purchaser, and the Company shall have received certified copies of the resolutions evidencing such authorization. (h) The Company shall have received an opinion of Vedder, Price, Xxxxxxx & Kammholz, counsel for Purchaser, substantially in the form of Exhibit G hereto.

Conditions to the Obligations of the Company. The Company's obligation of the Company to sell the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date it of the following conditionsconditions on or before the Closing: (i) 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. (iiia) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement that are qualified as to materiality shall have been be true and correct (disregarding accurate, and those not so qualified shall be true and accurate in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects at and as of the Closing Date as though if made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreementdate hereof. (ivb) 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 and complied in all material respects with all obligations agreements and covenants conditions contained herein that are required by this Agreement to be performed or complied with by such parties by it on or before the Closing Date, including without limitation, payment of the Purchase Price. (c) Purchaser shall have received all consents, permits, approvals and other authorizations that may be required from, and made all such filings and declarations that may be required with, any person pursuant to any law, statute, regulation or rule (federal, state, local and foreign), or pursuant to any agreement, order or decree by which Purchaser or any of its assets is bound, in connection with the transactions contemplated by this Agreement, except for (i) notice requirements which may be fulfilled subsequent to the Closing Date and (ii) consents, permits, approvals, authorizations, filings and declarations the failure to obtain or to undertake which will not adversely affect Purchaser's ability to perform its obligations under this Agreement or any agreement executed in accordance herewith. (d) The Company shall have received a certificate, dated the Closing Date and signed by the President of the general partner of Purchaser, certifying that the conditions in Sections 3.2(a), (b) and (c) are satisfied on and as of such date. (e) The Company shall have received an opinion (reasonably satisfactory to the Company and its counsel), dated the Closing Date, from outside counsel to Purchaser in substantially the form of Exhibit C hereto. SECTION 4.

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 be performed on the Closing Date shall be Sole Shareholder are, at the Company’s and Shareholder’s options, subject to the satisfaction (or waiver by the Company) as fulfillment of the Closing Date of the following conditions: (i) 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 Closinghereinafter set forth. (iia) 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 the Purchaser contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 and complied in all material respects with all obligations of the conditions and covenants agreements required by this Agreement to be performed or complied with by such parties by it prior to the Effective Time in all material respects. (b) The representations and warranties of the Purchaser contained herein shall have been true and correct in all material respects as of the date hereof and shall be true and correct as of the Closing DateDate and the Purchaser shall have received a certificate of the President of the Company to such effect. (c) The Purchaser’s shareholders shall have approved the Merger in accordance with Delaware law and Certificates of Designation shall have been filed as amendments to the Certificate of Incorporation of Purchaser authorizing the issuance of the shares of Preferred Stock required to be issued in accordance with the provisions of Section 1.05 hereof. (d) There shall have been no material adverse change in the business, properties or financial condition of the Purchaser from such condition on the date hereof. (e) On the Closing Date (i) there shall be no injunction, restraining order, or order of any nature issued by a court of competent jurisdiction which directs that any transaction contemplated by this Agreement shall not be consummated and (ii) there shall be no suit, action, investigation or other proceeding pending or threatened by any governmental agency or private party seeking to restrain or prohibit the consummation of any material transaction contemplated hereby or the obtaining of any material amount of damages from any party hereto or any officer or director of any such party, in connection with the consummation the Merger. (f) No shareholders of the Purchaser shall have made any written demand for an appraisal.

Conditions to the Obligations of the Company. The obligation of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (ia) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations Each 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 the Purchaser Acquiror and Merger Sub contained in this Agreement shall have been be true and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects both on the date hereof and as of the Closing Date as though made on and as (or, in the case of the Closing Date (except to the extent such any representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on at and as of such earlier date), as if made anew at and as of that time, except where the failure to be so true and correct as would not have a material adverse effect on the Purchaser’s ability of Acquiror to consummate the transactions contemplated hereby, and each of the covenants and agreements of Acquiror to be 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 expressly permitted by this Agreement. (ivb) There Acquiror shall not be have delivered to the Company a certificate signed by an officer of Acquiror, dated the Closing, certifying that, to the knowledge and belief of such officer, the conditions specified in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herebySection 8.1 (as they relate to Acquiror and Merger Sub) and subsection 8.3 (a) have been fulfilled. (vc) The Purchaser Acquiror shall have performed or complied in all material respects with all obligations executed and covenants required by this Agreement delivered to be performed or complied with by such parties by the Closing DateHolder 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 obligation of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (a) (i) The Master Disposition Agreement shall be in full force and effect and all conditions to the obligations Each 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 (without giving effect to any “material adverse effect” or similar materiality qualification therein) set forth in Sections 5.1, 5.2 and 5.3 (the Purchaser contained in this Agreement “Parent Fundamental Representations” and together with the Company Fundamental Representations, the “Fundamental Representations”) shall have been be true and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made respects as of the date hereof and as of the Closing Date Date, as though if made on anew at and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on in all respects at and as of such earlier date, and (ii) the representations and warranties of Parent contained in this Agreement other than the Parent Fundamental Representations (without giving effect to any “material adverse effect” or similar materiality qualification therein), except where the failure to shall be so true and correct as of the date hereof and as of the Closing Date, as if made anew at and as of the Closing Date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, any inaccuracy or omission that would not have a material adverse effect on reasonably be expected to materially adversely affect the Purchaser’s ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (ivb) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Each of the transactions contemplated herebycovenants of Parent to be performed as of or prior to the Closing shall have been performed in all material respects. (vc) The Purchaser Parent shall have performed or complied in all material respects with all obligations delivered to the Company and covenants required the Holder Representative a certificate signed by this Agreement to be performed or complied with by such parties by an officer of Parent, dated the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled. (d) The Company and the Holder Representative shall have received the Escrow Agreement duly executed by the Escrow Agent and Parent.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement are subject to the satisfaction (or or, if permitted by applicable Law, waiver by the Company) as of the Closing Date Company of the following conditions: (i) 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. (iiia) The representations and warranties of the Purchaser contained Buyer and Merger Sub set forth in this Agreement Article IV hereof shall have been be true and correct (disregarding in all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier are made on and as of a specified date, in which case such representations and warranties the same shall continue on the Closing Date to be true and correct on and as of such earlier the specified date), except where to the extent that the failure to be so true and correct would will not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining materially delay or otherwise prohibiting materially impede the consummation of the Merger or the performance by the Buyer and Merger Sub of their obligations under this Agreement or the transactions contemplated hereby.hereby (including payment of the Merger Consideration); (vb) The Purchaser Buyer and Merger Sub shall have performed or and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Closing; (c) No Order or preliminary or permanent injunction issued by any court of competent jurisdiction or other Governmental Authority or other legal restraint or prohibition preventing or rendering illegal the consummation of the transactions contemplated by this Agreement shall be in effect, and no Proceeding shall have been commenced by any Governmental Authority or any Person who is not a party hereto or an Affiliate thereof for the purpose of obtaining any such parties Order or injunction or seeking material damages in connection with the transactions contemplated hereby or seeking to restrain, prohibit or limit the exercise of full rights of ownership or operation by the Buyer of all or any material portion of the Company; (d) The Company shall have obtained the Company Stockholder Approval; and (e) Prior to or at the Closing, the Buyer shall have delivered the following closing documents in form and substance reasonably acceptable to the Company: (i) a certificate of an authorized officer of the Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied (ii) the Preliminary Closing Statement, duly executed by the Buyer; and (iii) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent.

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 consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (a) (i) 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 Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Purchaser Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties 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 (ii) each of the representations and warranties of Acquiror contained in this Agreement shall have been true and correct (other than Section 5.12) (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualificationsqualification or exception) when made shall be true and correct in all material respects, in each case as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on in all material respects at and as of such earlier date), except where for changes after the failure date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; (b) Each of the covenants of Acquiror to be so true and correct would not have a material adverse effect on performed as of or prior to the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 Closing shall have been performed or complied in all material respects with all obligations respects; (c) The Domestication shall have been completed as provided in Section 7.7 and covenants required by this Agreement to be performed or complied with by such parties a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; and (d) The amount of cash available in the Trust Account following the Acquiror Shareholder Meeting, plus the PIPE Investment Amount actually received by the Acquiror substantially concurrently with the Closing Dateshall be equal to or greater than $100,000,000.

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 consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company: (a) (i) the Acquiror Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date of the following conditions: (i) The Master Disposition Agreement shall be in full force and effect and all conditions Date, except with respect 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 the Purchaser contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on in all material respects at and as of such earlier date), except where for changes after the failure to date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representations and warranties of Acquiror contained in Section 5.12 shall be so true and correct would not have a other than de minimis inaccuracies as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct other than de minimis inaccuracies at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, and (iii) each of the representations and warranties of Acquiror contained in this Agreement other than the Acquiror Fundamental Representations and the representations and warranties of Acquiror set forth in clause (ii) above (disregarding any qualifications and exceptions contained therein relating to materiality and material adverse effect on or any similar qualification or exception) shall be true and correct as of the Purchaser’s ability Closing Date, except with respect to consummate such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the transactions contemplated by this Agreement.aggregate, reasonably be expected to have an Acquiror Material Adverse Effect; (ivb) There shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation Each of the transactions contemplated hereby. (v) The Purchaser 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 obligations respects; provided, that for purposes of this Section 9.3(b), a covenant of Acquiror shall only be deemed to have not been performed if the Acquiror has materially breached such covenant and covenants required by failed to cure within thirty (30) days’ after notice (or if earlier, the Agreement End Date); (c) No Acquiror Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date and be continuing; (d) The Available Acquiror Cash shall be no less than the Minimum Cash Amount; and (e) Other than those persons designated by the Parties as persons to be performed or complied nominated for election to the New Acquiror Board in accordance with by such parties by Section 8.2(e), all members of the Closing DateAcquiror Board and all executive officers of Acquiror shall have executed written resignations effective as of the Effective Time.

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 be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Company) as of the Closing Date of the following conditions: (i) 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 the Purchaser contained in this Agreement shall have been true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following additional conditions on or prior to the Closing Date, any one or more of which may be waived in writing by the Company: (a) Each of the representations and warranties of Acquiror contained in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects both on the date hereof and as of the Closing, as if made a new at and as of that time, and each of the representations and warranties of Acquiror contained in this Agreement that are not so qualified shall be true and correct in all material respects both on the date hereof and as of the Closing, as if made anew at and as of that time (except for (i) representations and warranties of Acquiror set forth in Sections 3.4 and 3.7 hereof in the event that there is no Stock Merger Consideration pursuant to Section 1.3(a) or (b) hereof and (ii) representations and warranties made as of a specific date, which shall remain true and correct in all material respects as of that time), and each of the covenants and agreements of Acquiror to be 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 expressly permitted by this Agreement. (ivb) There Acquiror shall not be have delivered to the Company a certificate signed by an officer of Acquiror, dated the Closing, certifying that, to the knowledge and belief of such officer, the conditions specified in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herebySection 8.3(a) have been fulfilled. (vc) The Purchaser Acquiror shall have performed or executed and delivered to the Holder Representative the Escrow Agreement. (d) Acquiror shall have complied in all material respects with all obligations and covenants required by this of the terms of the Registration Rights Agreement to be performed or that are capable of being complied with by such parties by prior to the Closing Date. (e) Acquiror shall have repaid the Retired Company Debt. (f) Acquiror shall have paid the Employee Bonuses, net of the amount of any taxes required to be withheld from such Employee Bonuses under applicable law. (g) Acquiror and the Surviving Corporation, as applicable, shall have entered into the Employment Agreements, the Stock Purchase Agreements and the Restricted Stock Agreements in the forms attached hereto as Exhibits 8.2(d)(1), (2) and (3). (h) Counsel to Acquiror and Merger Sub shall have delivered a legal opinion in the form attached hereto as Exhibit 8.3(h). (i) The S-3 Registration Statement shall have been declared effective by the SEC and shall continue to be effective on the Closing Date; provided, that if there is no Stock Merger Consideration pursuant to Section 1.3(a) or (b) hereof, this condition shall be deemed to have been satisfied. (j) There shall not have been a suspension or material limitation in trading in securities generally on NASDAQ or, if the Acquiror Common Stock is then listed on NYSE, on NYSE, at any time during the five trading day period prior to the Closing Date or on the Closing Date; provided, that if there is no Stock Merger Consideration pursuant to Section 1.3(a) or (b) hereof, this condition shall be deemed to be satisfied. (k) The shares of Acquiror Common Stock comprising the Stock Merger Consideration shall have been approved for listing on NASDAQ or, if the Acquiror Common Stock is then listed on NYSE, on NYSE; provided, that if there is no Stock Merger Consideration pursuant to Section 1.3(a) or (b) hereof, this condition shall be deemed to have been satisfied. (l) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to the Company and its counsel.

Conditions to the Obligations of the Company. The obligation of the Company to sell effect the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be Merger is subject to the satisfaction (at or waiver by prior to the Company) as of the Closing Date Effective Time of the following conditions: (ia) 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 the Purchaser Parent and Acquisition contained in this Agreement or in any other document delivered pursuant hereto shall have been be true and correct (disregarding all qualifications and exceptions contained therein relating to materiality, material adverse effect or similar qualifications) when made at and as of the Closing Date as though made on and as of the Closing Date Effective Time (except to the extent such representations and warranties expressly relate specifically related to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date)) and, except where at the failure Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect; (b) each of the covenants and obligations of Parent and Acquisition to be so true and correct would not have a material adverse effect on performed at or before the Purchaser’s ability Effective Time pursuant to consummate the transactions contemplated by terms of this Agreement. (iv) 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 Agreement shall have been duly performed or complied in all material respects at or before the Effective Time and, at the Closing, Parent and Acquisition shall have delivered to the Company a certificate to that effect; (c) Parent shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with all the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of the Company, individually or in the aggregate, have a Material Adverse Effect on Parent. SECTION 5.3. Conditions to the Obligations of Parent and Acquisition. The respective obligations of Parent and covenants required by Acquisition to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of the Company contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date) and, at the Closing, the Company shall have delivered to Parent and Acquisition a certificate to that effect; (b) each of the covenants and obligations of the Company to be performed at or complied with by such parties before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and, at the Closing, the Company shall have delivered to Parent and Acquisition a certificate to that effect; (c) the Company shall have obtained the consent or approval of each person whose consent or approval shall be required in order to permit the succession by the Closing DateSurviving Corporation pursuant to the Merger to any obligation, right or interest of the Company or any subsidiary of the Company under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except for those for which failure to obtain such consents and approvals would not, in the reasonable opinion of Parent, individually or in the aggregate, have a Material Adverse Effect on the Company; provided that with respect to real property leases, this condition shall be deemed satisfied only if the Company shall have obtained landlord consents for real property leases with respect to (i) all leased Carrs Quality Centers (other than the Carrs Quality Center located in Kenai) and (ii) other leased stores operated by the Company and its subsidiaries which, together with other owned stores, account for not less than 90% of the revenues generated by all such other stores, based on the twelve month period ended as of the date of the most recent quarter-end as of the date of determination; (d) the Stockholder Support Agreement shall be in full force and effect; (e) the Management Services Agreement (the "MSA") between the Company and Leonxxx Xxxxx & Xssociates ("LGA") shall be terminated concurrent with the Effective Time and the Company shall have no liability or obligation of any nature, whether or not accrued, contingent or otherwise under the MSA or otherwise to LGA, or any of its affiliates, except for the unpaid pro rata portion of the annual $450,000 fee payable under the MSA through the Effective Time; and (f) since the date of this Agreement, there shall not have occurred any change, event, occurrence, development or circumstance which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company.

Conditions to the Obligations of the Company. The obligation obligations of the Company to sell consummate the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement are subject to the satisfaction (fulfillment at or waiver by prior to the Company) as Effective Time of the Closing Date 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: (i) 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. (iiia) The representations and warranties of PCA and Merger Sub contained herein shall be true (for the Purchaser purposes of this SECTION 6.3(A), without regard to any materiality or Material Adverse Effect qualifier contained therein), except where the failure to be true, individually or in this Agreement shall the aggregate, has not had or is not reasonably expected to have been true and correct (disregarding all qualifications and exceptions contained therein relating to materialitya Material Adverse Effect on PCA, material adverse effect or similar qualifications) when made and as of the Closing Date as though made in each case on and as of the Closing Date (except to the extent such for representations and warranties expressly relate to an earlier made as of a specified date, in which case such representations and warranties shall be true and correct on and speak only as of such earlier the specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (ivb) 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 PCA and Merger Sub shall have performed or complied in all material respects with all obligations agreements and covenants conditions contained herein required by this Agreement to be performed or complied with by such parties it prior to or at the time of the Closing. (c) 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 an executive officer of PCA (but without personal liability thereto), certifying as to the fulfillment of the conditions specified in SECTION 6.3(A) and SECTION 6.3(B). (e) The Company shall have completed to its satisfaction, as determined by the Closing DateCompany 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 obligation obligations of the Company to sell effect the Purchased Securities and the other obligations of the Company and its subsidiaries hereunder required to be performed on the Closing Date Merger shall be subject to the satisfaction (fulfillment, at or waiver by prior to the Company) as of the Closing Date Effective Time, of the following conditions: (i) 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. (iiia) The representations and warranties of the Parent and the Purchaser contained in this Agreement that are qualified by materiality shall have been be true and correct (disregarding in all qualifications respects as of the date of this Agreement and exceptions as of the Closing Date and the representations and warranties of the Parent contained therein relating to materiality, in this Agreement that are not so qualified shall be true and correct in all material adverse effect or similar qualifications) when made respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except in each case to the extent any such representations and warranties representation or warranty expressly relate to speaks as of an earlier specified date, in which case such representations and warranties shall be true and correct on and case, as of such earlier date), except in each case where the failure of the representations and warranties to be so true and correct would not (without giving effect to any qualification as to "material," "materiality,""material adverse effect" or similar qualifications) are not, individually or in the aggregate, reasonably likely to have a material adverse effect on the Purchaser’s ability to consummate Parent and the transactions contemplated by this AgreementParent Subsidiaries taken as a whole. (iv) 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. (vb) The Parent and the Purchaser shall have performed or complied have, in all material respects respects, performed all covenants and agreements and complied with all obligations and covenants conditions required by this Agreement to be performed or complied with by such parties by the Parent and the Purchaser prior to or on the Closing Date. The Parent shall deliver to Company a certificate of its Chief Executive Officer, solely in his capacity as such, as to the satisfaction of the conditions in paragraphs (a) and (b) of this Section 7.3. (c) Company shall have received from Company's Counsel an opinion in substantially the form attached hereto as Annex VI, dated on or about the date of mailing of the Proxy Statement/Prospectus, which opinion shall be reconfirmed at the Effective Time, substantially to the effect that the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Company's Counsel shall be entitled to request and rely upon representations contained in certificates of officers of Parent and Company, which certificates are in substantially the form attached hereto as Annex III and Annex IV, as the case may be. (d) The Company may not rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by the Company's failure to use commercially reasonable efforts to consummate the transactions contemplated by this Agreement.

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 consummate, or cause to be performed on consummated, the Closing Date shall be Merger is subject to the satisfaction (of the following additional conditions, any one or waiver more of which may be waived in writing by the Company) as of the Closing Date of the following conditions: (a) (i) 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 Acquiror contained in Section 5.12 shall be true and correct in all but de minimis respects as of the Purchaser Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties 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 (ii) each of the representations and warranties of Acquiror contained in this Agreement shall have been true and correct (other than Section 5.12) (disregarding all any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualificationsqualification or exception) when made shall be true and correct in all material respects, in each case as of the Closing Date as though made on and as of the Closing Date (Date, except with respect to the extent such representations and warranties expressly relate which speak as to an earlier date, in which case such representations and warranties shall be true and correct on in all material respects at and as of such earlier date), except where ; (b) each of the failure covenants of Acquiror to be so true and correct would not have a material adverse effect on performed as of or prior to the Purchaser’s ability to consummate the transactions contemplated by this Agreement. (iv) 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 Closing shall have been performed or complied in all material respects or, in the event of any failure to so perform, such breach shall have been cured by Acquiror; (c) the Acquiror Second A&R Charter shall have been filed with all obligations the Secretary of State of the State of Delaware and covenants required by Acquiror shall have adopted the Acquiror A&R Bylaws; and (d) the Available Acquiror Cash shall be no less than the Minimum Available Acquiror Cash Amount; provided, that, the parties agree that this Agreement condition may not be waived unless the Board of Directors of the Company has approved such waiver after the Company’s management has expressed its belief, in its sole discretion, that, following the Closing, the Company will have enough cash to be performed or complied with by such parties by fund the Closing DateCompany through commercialization of its business.