Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligation of each Party to consummate the purchase and issuance and sale of the Purchased Common Stock shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth therein.

Mutual Conditions. The respective obligation obligations of each Party of Parent, Merger Sub and the Company to consummate effect the purchase and issuance and sale of the Purchased Common Stock Closing shall be subject to the satisfaction on following conditions, any one or prior to the Closing Date more of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in partwhich, to the extent permitted by applicable Applicable Law):, may be waived in writing, as to itself, by either party: (ia) no Law shall have been enacted or promulgated, and no action shall have been taken, by any No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law (whether temporary, preliminary or permanent), which temporarilyis then in effect and has the effect of enjoining, preliminarily or permanently restrainsrestraining, precludes, enjoins prohibiting or otherwise prohibits preventing the consummation of the transactions contemplated by this Agreement (collectively, a “Restraint”); provided, however, that any antitrust, competition, fair trade or similar Applicable Law (whether temporary, preliminary or permanent) which has such an effect shall constitute a “Restraint” only if it arises under the Transaction Documents HSR Act, the EU Merger Regulation or makes an antitrust, competition, fair trade or similar Applicable Law in a jurisdiction specified in Section 8.1(b) of the Company Disclosure Letter; (i) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (ii) the approval of the European Commission of the transactions contemplated by this Agreement shall have been obtained pursuant to the EU Merger Regulation (or the Transaction Documents illegal; (ii) there shall not be pending any Action approval by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit those national competition authorities in the European Union that have jurisdiction as a result of a referral of the transactions contemplated by this Agreement or under the Transaction Documents; EU Merger Regulation); and (iii) the Amended and Restated Certificate of Incorporation of the Company shall have been amended (the “Charter Amendment”) any approval or waiting period with respect to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights those jurisdictions set forth in Section 4.5 8.1(b) of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Company Disclosure Letter shall be completedhave been obtained or terminated or shall have expired; (vc) all actions as are necessary to amend or obtain waivers The Form S-4 shall have been declared effective under the 2012 Registration Rights Agreement in Securities Act and no stop order to waive suspending the application of piggyback registration rights under Section 2.2 effectiveness of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) Form S-4 shall be completedin effect and no proceedings for such purpose shall be pending before the Commission; (d) The Company Stockholder Approval shall have been obtained; and (vie) all closing conditions The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance (other than payment provided that the satisfaction of the purchase pricecondition set forth in this Section 8.1(e) required to consummate the TSO Acquisition have been satisfied or waived, and the parties shall not be a condition to the TSO Acquisition Agreement are prepared obligation of Parent or Merger Sub to consummate effect the TSO Acquisition substantially on Closing if the terms representation and warranty set forth thereinin the fourth sentence of Section 6.2 is not true and correct in all respects).

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller, Seller Sub, Buyer, and issuance and sale of the Purchased Common Stock Buyer Sub under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions precedent: (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): a) The (i) no Law stockholders of Seller shall have approved the Merger by the Required Seller Vote, and (ii) shareholders of Buyer shall have approved this Agreement and the issuance of Buyer Shares pursuant to this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals, consents, and waivers of or by Governmental Authorities and Regulatory Authorities, or other consents, and approvals, required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals, consents, or waivers or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents Merger or makes the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC; and all approvals deemed necessary by the applicable party’s counsel from state securities or “blue sky” authorities with respect to the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company hereby shall have been amended obtained. (e) Buyer shall have received all authorizations and approvals necessary to consummate the “Charter Amendment”) to (i) increase Merger, the number of authorized shares of Common Stock to permit Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (iif) delete or revise portions of Article 11 thereof to enable the Board of Directors The Nasdaq shall have completed its review of the Company to approve certain transfers “Listing of Common Stock Additional Shares Notification Form” filed by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement Buyer with respect to the Purchased Common Stock (Buyer Shares to be issued in the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinMerger.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement Merger or the Transaction Documents Bank Merger illegal;. (iid) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company The Registration Statement shall have been amended declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the “Charter Amendment”) to (i) increase Merger, the number of authorized shares of Common Stock to permit Bank Merger and the other transactions contemplated hereby, and (ii) delete no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivf) all actions as are necessary The Buyer Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially approved for listing on the terms set forth thereinNasdaq subject to official notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party party to consummate effect the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on satisfaction, at or prior to the Closing Date of each Date, of the following conditions (any or all of which may be waived in writing by a particular Party on behalf of itself in writingHEALTHSOUTH, in whole or in part, to the extent permitted by applicable Lawand Advantage Health): (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) no Law prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or promulgatedany governmental agency) of the United States or any state, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily municipality or permanently restrains, precludes, enjoins or otherwise prohibits other political subdivision thereof that makes the consummation of the transactions Merger and any other transaction contemplated by this Agreement hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the Transaction Documents or makes failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order with respect to the transactions contemplated by Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Agreement or Plan of Merger and any other matters submitted to them in accordance with the Transaction Documents illegal;provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or date of the Transaction Documents; mailing of the Proxy Statement and (iii) the Amended and Restated Certificate of Incorporation of the Company shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinClosing Date.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement Merger or the Transaction Documents Bank Merger illegal;. (iid) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company The Registration Statement shall have been amended (declared effective under the “Charter Amendment”) to (i) increase Securities Act and no stop-order or similar restraining order suspending the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors effectiveness of the Company to approve certain transfers of Common Stock Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;SEC. (ive) Buyer shall have received all actions as are state securities and “blue sky” permits and other authorizations and approvals necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition Merger, the Bank Merger and the other transactions contemplated hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been satisfied issued and no proceedings for that purpose shall have been initiated or waived, and threatened by any state securities administrator. (f) The Buyer Shares to be issued in the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially Merger shall have been approved for listing on the terms set forth thereinNasdaq subject to official notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote. (b) The shareholders of Buyer shall have adopted this Agreement by the Required Buyer Vote. (c) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents Merger illegal. (e) The Registration Statement shall have become effective under the Securities Act and no stop-order or makes similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (f) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Buyer to restrain, preclude, enjoin or prohibit issue Buyer Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, issued and (ii) delete no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivg) all actions as are necessary The Buyer Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties approved for listing on Nasdaq subject to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinofficial notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents Merger illegal. (d) The Registration Statement shall have become effective under the Securities Act and no stop-order or makes similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Buyer to restrain, preclude, enjoin or prohibit issue Buyer Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the “Charter Amendment”Merger shall have been approved for listing on Nasdaq subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to (i) increase the number be made to Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx, executive officers of authorized shares of Common Stock to permit Seller, in connection with the transactions contemplated hereby, . (h) Each of Xxxxxx X. Xxxxxx and (ii) delete or revise portions of Article 11 thereof to enable Xxxxxxx X. Xxxxxx shall have signed an employment agreement with Buyer and/or WB Sub in substantially the Board of Directors form of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect employment agreements attached to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions Buyer Disclosure as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinExhibit 8.03(h).

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no Law statute, rule or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which prevents the consummation of competent jurisdiction which temporarilythe Merger. (b) All material consents, preliminarily approvals, permits or permanently restrains, precludes, enjoins or otherwise prohibits authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this hereby shall have been obtained. (c) This Agreement or the Transaction Documents or makes and the transactions contemplated hereby shall have been approved and adopted by this Agreement the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq. (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Transaction Documents illegal;Company, threatened by the Commission or any other Governmental Entity. (iie) there No Action shall not be pending any Action instituted by any Governmental Authority seeking which seeks to restrain, preclude, enjoin prevent consummation of the Merger or prohibit which seeks material damages in connection with the transactions contemplated by this Agreement or the Transaction Documents;hereby which continues to be outstanding. (iiif) The shares of Parent Common Stock to be issued in the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended authorized for quotation on Nasdaq, subject to official notice of issuance. (the “Charter Amendment”g) to (i) increase the number All consents, waivers and approvals of authorized shares of Common Stock to permit third parties required in connection with the transactions contemplated herebyhereby shall have been obtained, and (ii) delete except where the failure to obtain such consents, waivers or revise portions of Article 11 thereof approvals, in the aggregate, would not reasonably be expected to enable result in a material adverse effect on Parent or the Board of Directors of Company, as the Company case may be, provided that a party which has not used all reasonable efforts to approve certain transfers of Common Stock by holders of five percent obtain a consent, approval or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement waiver may not assert this condition with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed;such consent, approval or waiver. (vh) all actions Parent shall have received an opinion dated as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement Closing Date of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., to the effect that (1) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss will be recognized by Company Stockholders with respect to the registration statement covering the Purchased shares of Parent Common Stock contemplated by received in the Registration Rights Agreement (Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waivedCompany, Sub and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinothers, as they deem reasonably appropriate.

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no Law statute, rule or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which prevents the consummation of competent jurisdiction which temporarilythe Merger. (b) All material consents, preliminarily approvals, permits or permanently restrains, precludes, enjoins or otherwise prohibits authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this hereby shall have been obtained. (c) This Agreement or the Transaction Documents or makes and the transactions contemplated hereby shall have been approved and adopted by this Agreement the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq. (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Transaction Documents illegal;Company, threatened by the Commission or any other Governmental Entity. (iie) there No Action shall not be pending any Action instituted by any Governmental Authority seeking which seeks to restrain, preclude, enjoin prevent consummation of the Merger or prohibit which seeks material damages in connection with the transactions contemplated by this Agreement or the Transaction Documents;hereby which continues to be outstanding. (iiif) The shares of Parent Common Stock to be issued in the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended authorized for quotation on Nasdaq, subject to official notice of issuance. (the “Charter Amendment”g) to (i) increase the number All consents, waivers and approvals of authorized shares of Common Stock to permit third parties required in connection with the transactions contemplated herebyhereby shall have been obtained, and (ii) delete except where the failure to obtain such consents, waivers or revise portions of Article 11 thereof approvals, in the aggregate, would not reasonably be expected to enable result in a material adverse effect on Parent or the Board of Directors of Company, as the Company case may be, provided that a party which has not used all reasonable efforts to approve certain transfers of Common Stock by holders of five percent obtain a consent, approval or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement waiver may not assert this condition with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed;such consent, approval or waiver. (vh) all actions Parent shall have received an opinion dated as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement Closing Date of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., to the effect that (1) the Merger should constitute a reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss should be recognized by Company Stockholders with respect to the registration statement covering the Purchased shares of Parent Common Stock contemplated by received in the Registration Rights Agreement (Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waivedCompany, Sub and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinothers, as they deem reasonably appropriate.

Mutual Conditions. The respective obligation of each Party to consummate the purchase and issuance and sale obligations of the Purchased Common Stock shall be Seller and the Purchaser to complete the transactions contemplated herein are subject to the satisfaction on or prior to the Closing Date of each fulfilment of the following conditions at or before the Closing or such other time as is specified below: (a) there shall be no action taken under any existing applicable laws or any statute, rule, regulation or Order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or Governmental Authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (b) the Seller shall have received conditional listing approval for the Unit Shares and Warrant Shares from the TSX and the NYSE-MKT; and (c) all consents, approvals and authorizations (including, without limitation, the TSX, the NYSE-MKT, securities commissions and other regulatory approvals) required or necessary in connection with the transactions contemplated herein shall have been obtained on terms and conditions satisfactory to the Seller and Purchaser, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under this Agreement shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period. The foregoing conditions are for the mutual benefit of which the Seller on the one hand and Purchaser on the other hand and may be waived by a particular Party on behalf of itself in writing(to the extent permitted under applicable laws),, in whole or in part, to by the extent permitted by applicable Law): (i) no Law Parties, at any time in which event the Parties shall have been enacted or promulgatedno further liability to fulfill such condition(s) except as provided under this Agreement, and no action shall have been taken, by including pursuant to Section 8.2 hereof. If any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions said conditions precedent shall not be complied with or waived as aforesaid on or before July 15, 2014 then, either Party may rescind and terminate its obligations to sell or purchase the Units as contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect written notice to the Purchased Common Stock (other Party in circumstances where the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary failure to amend satisfy any such condition is not the result, directly or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application indirectly, of piggyback registration rights under Section 2.2 such rescinding Party’s breach of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinthis Agreement.

Mutual Conditions. The respective obligation obligations of each Party SFNC and LBI to consummate effect the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each Effective Time of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no Law This Agreement and the transactions contemplated hereby shall have been enacted approved by the requisite votes of the shareholders of LBI and SFNC in accordance with applicable law; (b) The procurement by SFNC of approval of this Agreement and the transactions contemplated hereby by the FRB and the MDF and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or promulgatedapprovals from the Federal Deposit Insurance Corporation or United States Treasury, and no action shall have been taken, by any Governmental Authority Office of competent jurisdiction the Comptroller of the Currency which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or LBI would not have entered into this Agreement had such conditions or requirements been known at the Transaction Documents or makes date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement or the Transaction Documents illegalAgreement; (iie) there No party hereto shall not be pending subject to any Action by any Governmental Authority seeking to restrainorder, preclude, enjoin decree or prohibit injunction of a court or agency of competent jurisdiction which enjoins or prohibits the transactions contemplated by this Agreement or consummation of the Transaction DocumentsMerger; (iiif) the Amended and Restated Certificate of Incorporation of the Company No statute, rule, regulation, order, injunction or decree shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated herebyenacted entered, and (ii) delete promulgated or revise portions of Article 11 thereof to enable the Board of Directors enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basisMerger; (ivg) all actions as are necessary to amend or obtain waivers under The Registration Statement shall have become effective and no stop order suspending the Warrant Agreement in order to waive the application effectiveness of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Registration Statement shall be completed; (v) all actions as are necessary to amend have been issued and no proceedings for that purpose shall have been initiated or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated threatened by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth therein.SEC;

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents Merger illegal. (d) The Registration Statement shall have become effective under the Securities Act and no stop-order or makes similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Sunday to restrain, preclude, enjoin or prohibit issue Sunday Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the “Charter Amendment”Merger shall have been approved for listing on the Buyer Exchange subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to (i) increase be made to Xxxx X. Xxxxxxxx, the number President and Chief Executive Officer of authorized shares of Common Stock to permit Seller, in connection with the transactions contemplated hereby. (h) CBank or its successor shall have entered into Noncompete, Consulting or Employment Agreements with those senior executives of Seller and (iiCBank listed in Section 8.03(h) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company Seller Disclosure Schedule on terms and conditions mutually satisfactory to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, Buyer and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinsuch individuals.

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no Law statute, rule or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which prevents the consummation of competent jurisdiction the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority required to consummate the transactions contemplated hereby shall have been obtained or made, other than immaterial approvals and filings, the failure to obtain or make which temporarilywould have no material adverse effect on Xxxxxx or Raytheon or, preliminarily following the Effective Time, the Surviving Corporation. (c) All consents or permanently restrains, precludes, enjoins or otherwise prohibits approvals of all persons (other than Governmental Authorities) required for the consummation of the transactions contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company hereby shall have been amended obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a material adverse effect on Xxxxxx or Raytheon or, following the Effective Time, the Surviving Corporation. (d) The requisite approval of the “Charter Amendment”stockholders of Raytheon to the Merger shall have been obtained. (e) The Commission shall have declared the Registration Statement and the Proxy Statement effective. On the Closing Date and at the Effective Time, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) The GM Transactions shall have been consummated in accordance with the terms contemplated by the Transaction Agreements. (g) The shares of Xxxxxx Class B Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance. (h) Xxxxxx shall have received from Xxxxxxx, Sachs & Co. a written confirmation, dated as of a date within two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to the boards of directors of GM, Xxxxxx and HEC that on the basis of and subject to the assumptions and limitations and other matters set forth therein, the Aggregate Consideration (as defined therein) is fair to the GM Group (as defined therein) as a whole, together (if requested by Xxxxxx or Raytheon) with a consent authorizing the use of such opinion in connection with the Registration Statement and Proxy Statement, and such opinion shall not have been withdrawn revoked or modified in an adverse manner. (i) increase the number Raytheon shall have received from Bear, Xxxxxxx & Co. Inc. and Credit Suisse First Boston Corporation a written confirmation, dated as of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors a date within two business days of the Company to approve certain transfers of Common Stock by holders of five percent or more date of the outstanding amount first mailing of Common Stock (“5% Holders”)the Proxy Statement, including without limitationof its opinion dated January 16, 1997, to Raytheon's board of directors that on the basis of and subject to the assumptions, representations, limitations and other matters set forth therein, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application financial terms of the anti-dilution rights set forth in Section 4.5 Merger are fair to the stockholders of the Warrant Agreement Raytheon from a financial point of view (with respect to Bear, Xxxxxxx & Co. Inc.) and the Purchased Common Stock Merger Consideration (as defined in the “Anti-Dilution Amendment”opinion of Credit Suisse First Boston Corporation) is fair to the stockholders of Raytheon from a financial point of view, together with a consent authorizing the use of such opinions in connection with the Registration Statement and Proxy Statement, and such opinions shall not have been withdrawn, revoked or modified in an adverse manner. (j) Receipt by Raytheon and Xxxxxx, respectively, of the Tax Opinions of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Raytheon, and Weil, Gotshal & Xxxxxx LLP, special counsel to Xxxxxx, substantially in the forms attached hereto as Exhibits G and H (or otherwise in form and substance satisfactory to Raytheon or Xxxxxx, respectively), in each case to the effect that the Merger shall qualify as a reorganization within the meaning of Section 368 of the Code, it being understood that in rendering the Tax Opinions, such tax counsel shall be completed;entitled to rely upon, inter alia, representations of officers of Raytheon and Xxxxxx substantially in the form of Exhibits I and J. (vk) all actions as are necessary to amend All state securities or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) blue sky permits or approvals required to consummate carry out the TSO Acquisition transaction contemplated hereby shall have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinreceived.

Mutual Conditions. The respective obligation obligations of each Party SFNC and CFB to consummate effect the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each Effective Time of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no Law This Agreement and the transactions contemplated hereby shall have been enacted approved by the requisite votes of the shareholders of CFB and SFNC in accordance with applicable law; (b) The procurement by SFNC of approval of this Agreement and the transactions contemplated hereby by the FRB and the TDFI and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or promulgatedapprovals from the Federal Deposit Insurance Corporation or United States Treasury, and no action shall have been taken, by any Governmental Authority Office of competent jurisdiction the Comptroller of the Currency which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or CFB would not have entered into this Agreement had such conditions or requirements been known at the Transaction Documents or makes date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement or the Transaction Documents illegalAgreement; (iie) there No party hereto shall not be pending subject to any Action by any Governmental Authority seeking to restrainorder, preclude, enjoin decree or prohibit injunction of a court or agency of competent jurisdiction which enjoins or prohibits the transactions contemplated by this Agreement or consummation of the Transaction DocumentsMerger; (iiif) the Amended and Restated Certificate of Incorporation of the Company No statute, rule, regulation, order, injunction or decree shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated herebyenacted entered, and (ii) delete promulgated or revise portions of Article 11 thereof to enable the Board of Directors enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basisMerger; (ivg) all actions as are necessary to amend or obtain waivers under The Registration Statement shall have become effective and no stop order suspending the Warrant Agreement in order to waive the application effectiveness of the anti-dilution rights Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or an exemption from registration shall be effective; (h) Quattlebaum, Grooms, Xxxx & Xxxxxx PLLC shall have delivered its opinion to SFNC and CFB, dated as of the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 4.5 368(a) of the Warrant Agreement Code and that SFNC and CFB will each be a party to that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, CFB and others. SFNC and CFB will cooperate with respect each other and counsel in executing and delivering to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement counsel customary representations letters in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement connection with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completedsuch opinion; and (vii) all closing conditions (other than payment CFB and SFNC shall each have received a “fairness opinion” in the form customarily received in transactions of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, this type and the parties substantially to the TSO Acquisition Agreement are prepared effect that the Exchange Ratio is fair to consummate the TSO Acquisition substantially on the terms set forth thereintheir respective shareholders from a financial point of view.

Mutual Conditions. The respective obligation obligations of each Party party to this ----------------- Agreement to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no No statute, rule, regulation, order, injunction, decree or other Applicable Law shall have been enacted enacted, entered, issued, promulgated or promulgated, and no action shall have been taken, enforced by any Governmental Authority of competent jurisdiction which temporarilyprohibits, preliminarily restricts or permanently restrains, precludes, enjoins or otherwise prohibits the makes illegal consummation of the transactions contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; Merger pursuant hereto (iian "Injunction") there shall not be pending any Action and which remains in effect; and no proceeding initiated by any Governmental Authority seeking an Injunction shall be pending; (b) All consents, waivers, authorizations and approvals required from all Governmental Authorities to restrainconsummate Merger shall have been obtained and shall remain in full force and effect and all waiting periods under Applicable Law in respect thereof shall have expired or terminated; (c) The Merger, preclude, enjoin or prohibit this Agreement and the transactions contemplated hereby shall have been approved by this Agreement or the Transaction DocumentsCommercial shareholders and the Bancorp shareholders, in each case, in the manner required by Applicable Law; (iiid) The SEC shall have declared the Amended Registration Statement effective; and Restated Certificate of Incorporation on the Closing Date and at the Effective Time, no stop order suspending the effectiveness of the Company Registration Statement shall have been amended issued and no proceedings for that purpose shall have been initiated or then threatened by the SEC; (e) The shares of Commercial Common Stock, if any, to be issued as Merger Consideration in the “Charter Amendment”Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (f) Commercial and Bancorp shall have received a letter, in form and substance reasonably satisfactory to Commercial, from Deloitte & Touche LLP, dated the date of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and (g) Commercial and Bancorp shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, (i) increase the number Merger should constitute a "reorganization" within the meaning of authorized shares Section 368(a) of Common Stock to permit the transactions contemplated hereby, Code and (ii) delete no gain or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock by holders in exchange for shares of five percent or more of the outstanding amount of Bancorp Common Stock pursuant to the Merger (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement except with respect to the Purchased cash received in lieu of a fractional share interest in Commercial Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend Stock). In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waivedBancorp, Commercial and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinothers.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents Merger illegal. (d) The Registration Statement shall have become effective under the Securities Act and no stop-order or makes similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Sunday to restrain, preclude, enjoin or prohibit issue Sunday Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the “Charter Amendment”Merger shall have been approved for listing on the Buyer Exchange subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to (i) increase be made to Xxxx X. Xxxxxxxx, the number President and Chief Executive Officer of authorized shares of Common Stock to permit Seller, in connection with the transactions contemplated hereby. (h) CBank or its successor shall have entered into Noncompete, Consulting or Employment Agreements with those senior executives of Seller and (iiCBank listed in Section 8.03(h) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company Seller Disclosure Schedule on terms and conditions mutually satisfactory to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, Buyer and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinsuch individuals.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement Merger or the Transaction Documents Bank Merger illegal;. (iid) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company The Registration Statement shall have been amended declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all authorizations and approvals necessary to consummate the “Charter Amendment”) to (i) increase Merger, the number of authorized shares of Common Stock to permit Bank Merger and the other transactions contemplated hereby, and (ii) delete no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivf) all actions as are necessary The Buyer Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially approved for listing on the terms set forth thereinNasdaq Global Select Market subject to official notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Exchange shall be subject to the satisfaction or waiver on or prior to the Closing Date of each the following conditions: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the following conditions (any Stock Exchange shall have been issued and remain in effect, and no statute, rule or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (i) no Law regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which prevents the consummation of competent jurisdiction which temporarilythe Stock Exchange; provided, preliminarily however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or permanently restrains, precludes, enjoins other order to be vacated or otherwise prohibits lifted. (b) All waiting periods (and any extensions thereof) applicable to the consummation of the Stock Exchange under the HSR Act and applicable Mexican law shall have expired or been terminated and the consummation of the transactions contemplated hereby shall be permitted thereunder. (c) [This paragraph intentionally left blank.] (d) The issuance of the Gensia Common Shares to be issued in the Stock Exchange and the other transactions contemplated hereby shall have been approved by this Agreement the Gensia Stockholders in the manner required by any Applicable Law. (e) The Commission shall have approved the Gensia Proxy Statement. On the Closing Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Stock Exchange. (f) No Action shall be instituted by any Governmental Authority, including under the HSR Act or the Transaction Documents Exon-Xxxxxx Amendment, which seeks to prevent consummation of the Stock Exchange or makes seeking material damages in connection with the transactions contemplated by this Agreement hereby which continues to be outstanding; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. Should the Transaction Documents illegal;consent of the competent antitrust authorities not be granted on or before the Closing Date, the parties shall meet in order to review the situation and establish a new Closing Date without any undue delay. (iig) there The Shareholder's Agreement shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit in full force and effect and the transactions appointment of directors contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company therein shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement made in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinaccordance therewith.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase SNB and issuance and sale of the Purchased Common Stock Park under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Park and SNB prior to the Closing Date Date, of each of the following conditions precedent: (a) The shareholders of SNB shall have duly adopted this Agreement by the required vote. (b) All regulatory approvals required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or all of requirements which may be waived by a particular Party on behalf of itself in writing, in whole Park reasonably determines would either before or in part, to after the extent permitted by applicable Law): Effective Time (i) no Law shall have been enacted a material adverse effect on Park and its Subsidiaries take as a whole after giving effect to the consummation of the Merger; or promulgated, (ii) prevent Park from realizing the major portion of the economic benefits of the Merger and no action shall have been taken, by any Governmental the transactions contemplated thereby that Park currently anticipates obtaining. (c) No Government Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, threatened, commenced a proceeding with respect to or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order (whether temporary, preliminary or permanent) prohibiting or delaying consummation of the transactions contemplated by this Agreement Agreement. (d) The Registration Statement shall have become effective under the Securities Act and no stop order or similar restraining order suspending the Transaction Documents or makes effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC. (e) Park shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Park to restrain, preclude, enjoin or prohibit issue Park Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) Park and SNB shall have received from Ernst & Young LLP, a letter dated the “Charter Amendment”) to (i) increase Closing Date, stating its opinion that, based upon the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitationinformation furnished, the preMerger shall qualify for pooling-approval of certain transfers on a prospective basis;of-interests accounting treatment. (ivg) all actions as are necessary The Park Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties approved for listing on AMEX subject to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinofficial notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party SFNC and OTIC to consummate effect the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each Effective Time of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no Law This Agreement and the transactions contemplated hereby shall have been enacted approved by the requisite votes of the shareholders of OTIC in accordance with applicable law; (b) The procurement by SFNC of any necessary approval of this Agreement and the transactions contemplated hereby by the FRB and the MDF and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or promulgatedapprovals from the Federal Deposit Insurance Corporation or United States Treasury, and no action shall have been taken, by any Governmental Authority Office of competent jurisdiction the Comptroller of the Currency which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or OTIC would not have entered into this Agreement had such conditions or requirements been known at the Transaction Documents or makes date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement or the Transaction Documents illegalAgreement; (iie) there No party hereto shall not be pending subject to any Action by any Governmental Authority seeking to restrainorder, preclude, enjoin decree or prohibit injunction of a court or agency of competent jurisdiction which enjoins or prohibits the transactions contemplated by this Agreement or consummation of the Transaction DocumentsMerger; (iiif) the Amended and Restated Certificate of Incorporation of the Company No statute, rule, regulation, order, injunction or decree shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated herebyenacted entered, and (ii) delete promulgated or revise portions of Article 11 thereof to enable the Board of Directors enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basisMerger; (ivg) all actions as are necessary to amend or obtain waivers under The Registration Statement shall have become effective and no stop order suspending the Warrant Agreement in order to waive the application effectiveness of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Registration Statement shall be completed; (v) all actions as are necessary to amend have been issued and no proceedings for that purpose shall have been initiated or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated threatened by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completedSEC; and (vih) all closing conditions (other than payment Counsel for SFNC shall have delivered its opinion to SFNC and OTIC, dated as of the purchase price) required to consummate the TSO Acquisition have been satisfied or waivedEffective Date, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially effect that, on the terms basis of facts, representations and assumptions set forth thereinin such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that SFNC and OTIC will each be a party to that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, OTIC and others. SFNC and OTIC will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with such opinion.

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no Law statute, rule or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which prevents the consummation of competent jurisdiction which temporarilythe Merger. (b) All material consents, preliminarily approvals, permits or permanently restrains, precludes, enjoins or otherwise prohibits authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this hereby shall have been obtained. (c) This Agreement or the Transaction Documents or makes and the transactions contemplated hereby shall have been approved and adopted by this Agreement the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's stockholders' meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of Nasdaq. (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Transaction Documents illegal;Company, threatened by the Commission or any other Governmental Entity. (iie) there No Action shall not be pending any Action instituted by any Governmental Authority seeking which seeks to restrain, preclude, enjoin prevent consummation of the Merger or prohibit which seeks material damages in connection with the transactions contemplated by this Agreement or the Transaction Documents;hereby which continues to be outstanding. (iiif) The shares of Parent Common Stock to be issued in the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended authorized for quotation on Nasdaq, subject to official notice of issuance. (the “Charter Amendment”g) to (i) increase the number All consents, waivers and approvals of authorized shares of Common Stock to permit third parties required in connection with the transactions contemplated herebyhereby shall have been obtained, and (ii) delete except where the failure to obtain such consents, waivers or revise portions of Article 11 thereof approvals, in the aggregate, would not reasonably be expected to enable result in a material adverse effect on Parent or the Board of Directors of Company, as the Company case may be, provided that a party which has not used all reasonable efforts to approve certain transfers of Common Stock by holders of five percent obtain a consent, approval or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement waiver may not assert this condition with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed;such consent, approval or waiver. (vh) all actions Parent shall have received an opinion dated as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement Closing Date of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., to the effect that (1) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss will be recognized by Company Stockholders with respect to the registration statement covering the Purchased shares of Parent Common Stock contemplated by received in the Registration Rights Agreement (Merger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waivedCompany, Sub and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinothers, as they deem reasonably appropriate.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement Merger or the Transaction Documents Bank Merger illegal;. (iid) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company The Registration Statement shall have been amended declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the “Charter Amendment”) to (i) increase Merger, the number of authorized shares of Common Stock to permit Bank Merger and the other transactions contemplated hereby, and (ii) delete no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivf) all actions as are necessary The Buyer Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially approved for listing on the terms set forth thereinNasdaq Global Select Market subject to official notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no Law statute, rule or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which prevents the consummation of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the Merger. (b) All Permits required to be obtained prior to the Effective Time in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this hereby shall have been obtained. (c) This Agreement or the Transaction Documents or makes and the transactions contemplated hereby shall have been approved and adopted by this Agreement or the Transaction Documents illegal; affirmative vote of the holders of (i) a majority of the Company Capital Stock entitled to vote thereon in accordance with Applicable Law, voting together as a class, and (ii) there seventy-five percent of the shares of Company Class B Common Stock entitled to vote thereon, in accordance with Applicable Law, voting separately as a class pursuant to written consents in lieu of a Company stockholders' meeting. (d) No Action shall not be pending any Action have been instituted by any Governmental Authority seeking which seeks to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation prevent consummation of the Company shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit Merger or which seeks material damages in connection with the transactions contemplated hereby, which Action continues to be outstanding. (e) All consents, waivers and approvals of third parties and Governmental Authorities required in connection with the transactions contemplated hereby shall have been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (iif) delete The transactions contemplated by the Securities Purchase Agreement and the transactions contemplated by the Stock Purchase Agreement shall have been consummated, or revise portions shall be consummated simultaneously with the consummation of Article 11 thereof to enable the Board of Directors Merger. (g) Each stockholder of the Company to approve certain transfers and ECT shall have executed and delivered the Release and Settlement Agreement for the benefit of Common Stock by holders of five percent or more each other stockholder of the outstanding amount of Common Stock (“5% Holders”)Company, including without limitation, in the pre-approval of certain transfers on a prospective basis; (iv) all actions form attached hereto as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth therein.Exhibit B.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents Merger illegal. (d) The Registration Statement shall have become effective under the Securities Act and no stop-order or makes similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Buyer to restrain, preclude, enjoin or prohibit issue Buyer Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (f) The Buyer Shares to be issued in the “Charter Amendment”Merger shall have been approved for listing on Nasdaq subject to official notice of issuance. (g) Each of the parties shall be satisfied with the deductibility under the provisions of Section 280G of the Code of the payments to (i) increase the number be made to Robert L. Bollin, Gregory J. Bollin and Jill M. Burke, executive officers of authorized shares of Common Stock to permit Seller, in connection with the transactions contemplated hereby, . (h) Each of Robert L. Bollin and (ii) delete or revise portions of Article 11 thereof to enable Gregory J. Xxxxxx xxxxx xxve xxxxxx xx xxxxxxment xxxxxxxxx xxxh Buyer and/or WB Sub in substantially the Board of Directors form of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect employment agreements attached to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth therein.Buyer Disclosuxx xx Xxxxxxx 0.03(h). XXXXXXX XXXE

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no Law statute, rule or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which prevents the consummation of competent jurisdiction the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority required to consummate the transactions contemplated hereby shall have been obtained or made, other than immaterial approvals and filings, the failure to obtain or make which temporarilywould have no material adverse effect on Hughes or Raytheon or, preliminarily following the Effective Time, the Survxxxxx Corporation. (c) All consents or permanently restrains, precludes, enjoins or otherwise prohibits approvals of all persons (other than Governmental Authorities) required for the consummation of the transactions contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company hereby shall have been amended obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a material adverse effect on Hughes or Raytheon or, following the Effective Time, the Survxxxxx Corporation. (d) The requisite approval of the “Charter Amendment”stockholders of Raytheon to the Merger shall have been obtained. (e) The Commission shall have declared the Registration Statement and the Proxy Statement effective. On the Closing Date and at the Effective Time, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) The GM Transactions shall have been consummated in accordance with the terms contemplated by the Transaction Agreements. (g) The shares of Hughes Class B Common Stock to be issued pursuant to the Mergxx xxxll have been authorized for listing on the NYSE, subject to official notice of issuance. (h) Hughes shall have received from Goldman, Sachs & Co. a writtex xxxxirmation, dated as of a daxx xxxxin two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to the boards of directors of GM, Hughes and HEC that on the basis of and subject to the assumpxxxxx and limitations and other matters set forth therein, the Aggregate Consideration (as defined therein) is fair to the GM Group (as defined therein) as a whole, together (if requested by Hughes or Raytheon) with a consent authorizing the use of such xxxxxon in connection with the Registration Statement and Proxy Statement, and such opinion shall not have been withdrawn revoked or modified in an adverse manner. (i) increase the number Raytheon shall have received from Bear, Stearns & Co. Inc. and Credit Suisse First Boston Corporation x xxxxten confirmation, dated as of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors a date within two business days of the Company to approve certain transfers of Common Stock by holders of five percent or more date of the outstanding amount first mailing of Common Stock (“5% Holders”)the Proxy Statement, including without limitationof its opinion dated January 16, 1997, to Raytheon's board of directors that on the basis of and subject to the assumptions, representations, limitations and other matters set forth therein, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application financial terms of the anti-dilution rights set forth in Section 4.5 Merger are fair to the stockholders of the Warrant Agreement Raytheon from a financial point of view (with respect to Bear, Stearns & Co. Inc.) and the Purchased Common Stock Merger Consideration (as defined xx xxx opinion of Credit Suisse First Boston Corporation) is fair to the “Anti-Dilution Amendment”stockholders of Raytheon from a financial point of view, together with a consent authorizing the use of such opinions in connection with the Registration Statement and Proxy Statement, and such opinions shall not have been withdrawn, revoked or modified in an adverse manner. (j) Receipt by Raytheon and Hughes, respectively, of the Tax Opinions of Wachtell, Lipton, Xxxxn & Katz, special counsel to Raytheon, and Weil, Gotshal & Xxxges XXX, special counsel to Hughes, substantially in the fxxxx xttached hereto as Exhibitx X xxd H (or otherwise in form and substance satisfactory to Raytheon or Hughes, respectively), in each case to the effect that the Mexxxx xhall qualify as a reorganization within the meaning of Section 368 of the Code, it being understood that in rendering the Tax Opinions, such tax counsel shall be completed;entitled to rely upon, inter alia, representations of officers of Raytheon and Hughes substantially in the form of Exhibits I and J. (vk) all actions as are necessary to amend All state securities or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) blue sky permits or approvals required to consummate carry out the TSO Acquisition transaction contemplated hereby shall have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinreceived.

Mutual Conditions. The respective obligation of each Party to consummate the purchase and issuance and sale obligations of the Purchased Common Stock shall be Parties to complete the Arrangement are subject to the satisfaction fulfillment, on or prior to before the Closing Date Effective Time, of each of the following conditions (any or all precedent, each of which may only be waived by a particular Party on behalf of itself in writing, in whole or in partpart with the mutual consent of Romarco and OceanaGold: • the Arrangement Resolution shall have been approved by the Romarco Shareholders at the Romarco Meeting in accordance with the Interim Order; • the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to either Romarco or OceanaGold, acting reasonably, on appeal or otherwise. • the extent permitted by applicable Law): (i) OceanaGold Share Issuance Resolution shall have been duly approved at the OceanaGold Meeting; • no Law shall have been enacted be in effect that makes the Arrangement illegal or promulgatedotherwise prohibits or enjoins Romarco or OceanaGold from consummating the Arrangement; • there shall be no cease trade order or similar order that would prohibit or prevent the distribution of the Consideration on the Effective Date to the Romarco Shareholders; • OceanaGold shall not be required to file a prospectus or similar offering document in any jurisdiction in connection the issuance and exchange of the Consideration to be issued and exchanged pursuant to the Arrangement, nor shall OceanaGold be required to file a registration statement with the SEC, or otherwise register under the U.S. Securities Act, in order for it to issue and no action exchange the Consideration to be issued and exchanged pursuant to the Arrangement; • HSR Approval shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily obtained or permanently restrains, precludes, enjoins or otherwise prohibits received on terms that are reasonably satisfactory to OceanaGold and Romarco; and • the consummation OceanaGold Shares (including the OceanaGold Shares forming part of the transactions contemplated by this Agreement or Consideration and the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation OceanaGold Shares issuable on exercise of the Company Replacement Options) shall have been amended (listed on the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated herebyTSX, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect subject to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application satisfaction of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated customary conditions required by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinTSX.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have approved this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement Merger or the Transaction Documents Bank Merger illegal;. (iid) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company The Registration Statement shall have been amended declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all authorizations and approvals necessary to consummate the “Charter Amendment”) to (i) increase Merger, the number of authorized shares of Common Stock to permit Bank Merger and the other transactions contemplated hereby, and (ii) delete no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivf) all actions as are necessary The Buyer Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially approved for listing on the terms set forth thereinNasdaq Global Select Market subject to official notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Exchange and issuance and sale of the Purchased Common Stock Rurban under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by the parties prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Exchange shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgatedobtained and shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have expired, and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents Merger illegal;. (iid) there The Registration Statement shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin have become effective under the Securities Act and no stop-order or prohibit similar restraining order suspending the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation effectiveness of the Company Registration Statement shall have been amended (issued and no proceeding for that purpose shall have been initiated by the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;SEC. (ive) all actions as are necessary The Rurban Shares to amend or obtain waivers under be issued in the Warrant Agreement in order Merger shall have been approved for listing on Nasdaq, subject to waive official notice of issuance. (f) Rurban and Exchange shall have received the application written opinion of Rurban’s Counsel, dated the anti-dilution rights Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 4.5 368(a)(1)(A) of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement Code. In rendering its opinion, Rurban’s Counsel will require and rely upon customary representations contained in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, letters from Rurban and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinExchange that Rurban’s Counsel reasonably deems relevant.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Exchange and issuance and sale of the Purchased Common Stock Rurban under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by the parties prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Exchange shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgatedobtained and shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have expired, and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents Merger illegal;. (iid) there The Registration Statement shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin have become effective under the Securities Act and no stop-order or prohibit similar restraining order suspending the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation effectiveness of the Company Registration Statement shall have been amended (issued and no proceeding for that purpose shall have been initiated by the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;SEC. (ive) all actions as are necessary The Rurban Shares to amend or obtain waivers under be issued in the Warrant Agreement in order Merger shall have been approved for listing on Nasdaq, subject to waive official notice of issuance. (f) Rurban and Exchange shall have received the application written opinion of Rurban's Counsel, dated the anti-dilution rights Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 4.5 368(a)(1)(A) of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement Code. In rendering its opinion, Rurban's Counsel will require and rely upon customary representations contained in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, letters from Rurban and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinExchange that Rurban's Counsel reasonably deems relevant.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Xxxxx and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have approved this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved this Agreement and the issuance of Buyer Shares pursuant to this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents or makes the transactions contemplated by this Agreement Merger or the Transaction Documents Bank Merger illegal;. (iid) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company The Registration Statement shall have been amended declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) Buyer shall have received all authorizations and approvals necessary to consummate the “Charter Amendment”) to (i) increase Merger, the number of authorized shares of Common Stock to permit Bank Merger and the other transactions contemplated hereby, and (ii) delete no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivf) all actions as are necessary The Buyer Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially approved for listing on the terms set forth thereinNasdaq Global Select Market subject to official notice of issuance (if such approval is required by Nasdaq).

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase Seller and issuance and sale of the Purchased Common Stock Buyer under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Buyer and Seller prior to the Closing Date Date, of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (ia) no Law The shareholders of Seller shall have duly adopted this Agreement by the Required Seller Vote. (b) The shareholders of Buyer shall have adopted this Agreement by the Required Buyer Vote. (c) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been enacted or promulgated, obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no action such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have been takena material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, deemed applicable or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order prohibiting consummation of the transactions contemplated by this Agreement or making the Transaction Documents Merger illegal. (e) The Registration Statement shall have become effective under the Securities Act and no stop-order or makes similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC. (f) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Buyer to restrain, preclude, enjoin or prohibit issue Buyer Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, issued and (ii) delete no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivg) all actions as are necessary The Buyer Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties approved for listing on Nasdaq subject to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth therein.official notice of issuance. ARTICLE NINE

Mutual Conditions. The respective obligation obligations of each Party party to this Agreement to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no No statute, rule, regulation, order, injunction, decree or other Applicable Law shall have been enacted enacted, entered, issued, promulgated or promulgated, and no action shall have been taken, enforced by any Governmental Authority of competent jurisdiction which temporarilyprohibits, preliminarily restricts or permanently restrains, precludes, enjoins or otherwise prohibits the makes illegal consummation of the transactions contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; Merger pursuant hereto (iian "Injunction") there shall not be pending any Action and which remains in effect; and no proceeding initiated by any Governmental Authority seeking an Injunction shall be pending; (b) All consents, waivers, authorizations and approvals required from all Governmental Authorities to restrainconsummate Merger shall have been obtained and shall remain in full force and effect and all waiting periods under Applicable Law in respect thereof shall have expired or terminated; (c) The Merger, preclude, enjoin or prohibit this Agreement and the transactions contemplated hereby shall have been approved by this Agreement or the Transaction DocumentsCommercial shareholders and the Bancorp shareholders, in each case, in the manner required by Applicable Law; (iiid) The SEC shall have declared the Amended Registration Statement effective; and Restated Certificate of Incorporation on the Closing Date and at the Effective Time, no stop order suspending the effectiveness of the Company Registration Statement shall have been amended issued and no proceedings for that purpose shall have been initiated or then threatened by the SEC; (e) The shares of Commercial Common Stock, if any, to be issued as Merger Consideration in the “Charter Amendment”Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (f) Commercial and Bancorp shall have received a letter, in form and substance reasonably satisfactory to Commercial, from Deloitte & Touche LLP, dated the date of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and (g) Commercial and Bancorp shall have received an opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, (i) increase the number Merger should constitute a "reorganization" within the meaning of authorized shares Section 368(a) of Common Stock to permit the transactions contemplated hereby, Code and (ii) delete no gain or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock by holders in exchange for shares of five percent or more of the outstanding amount of Bancorp Common Stock pursuant to the Merger (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement except with respect to the Purchased cash received in lieu of a fractional share interest in Commercial Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend Stock). In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waivedBancorp, Commercial and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinothers.

Mutual Conditions. The respective obligation of each Party Asia Sixth and CEI to consummate complete the purchase and issuance and sale of the Purchased Common Stock shall be transactions contemplated in this Agreement is subject to the satisfaction following conditions being fulfilled or performed by the Parties on a reasonable best efforts basis at or prior to the Closing Date Milestone Date, which conditions are for the benefit of each of the following conditions (any or all of which Asia Sixth and CEI and may only be waived by a particular Party on behalf of itself in writingwaived, in whole or in part, upon written agreement by Asia Sixth and CEI: (a) the Kazakh Consents with respect to the extent permitted by applicable Law):transactions contemplated herein. (ib) no Law any and all applications made by Asia Sixth or Groenzee and/or CEI or CEL, whether individually or together with any other party (including each other), for any consent or waiver by the Government of Kazakhstan in respect of the CEL Share Purchase Agreement, shall have been enacted officially withdrawn, such applications to be made at the same time as an application for the Kazakh Consents is submitted at or promulgated, prior to the Milestone Date. (c) Asia Sixth and no action Groenzee shall have taken all actions necessary under Applicable Law and Groenzee's articles of association to convert the share premium of Groenzee into share capital. (d) No order shall have been taken, issued by any securities commission or similar regulatory authority, or stock exchange in Canada, preventing or suspending trading in any securities of CEI, including, without limitation the Common Shares and no such order shall be pending. (e) No action, proceeding or Order shall have been commenced or issued, or otherwise pending or threatened by any Person or Governmental Authority of competent jurisdiction which temporarilyin any jurisdiction, preliminarily to enjoin, restrict or permanently restrains, precludes, enjoins or otherwise prohibits the consummation prohibit any of the transactions contemplated by this Agreement or Agreement, including the Transaction Documents or makes issuance by CEI of the transactions contemplated by this Agreement or Consideration Shares and the Transaction Documents illegal; (ii) Consideration Warrants, and there shall not be pending in effect any Action Applicable Law that prohibits the issuance by CEI of the Consideration Shares and the Consideration Warrants to Asia Sixth and the Investors or the consummation of any Governmental Authority seeking to restrain, preclude, enjoin or prohibit of the other transactions contemplated by this Agreement or the Transaction Documents;hereby. (iiif) Aral shall have obtained registration of the loans contemplated in the Aral Financing Documents with the National Bank of Kazakhstan. (g) the Amended and Restated Certificate of Incorporation of the Company CEI Shareholders’ Approval shall have been amended obtained. (h) the “Charter Amendment”Exchange Approval (if applicable) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated herebyshall have been obtained. each having been obtained and or granted, as applicable, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”)remain in full force and effect, including without limitationunamended in any material respect, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinClosing Date.

Mutual Conditions. ‌ The respective obligation obligations of each Party hereto to consummate complete the purchase and issuance and sale of the Purchased Common Stock shall transactions contemplated by this Agreement will be subject to the satisfaction satisfaction, on or prior to before the Closing Date of each Effective Date, of the following conditions (any or all conditions, none of which may be waived by a particular any Party on behalf of itself in writing, hereto in whole or in part: (a) The Arrangement, with or without amendment, will have been approved at the Meeting in accordance with the Interim Order. (b) The Interim Order and the Final Order will have been obtained in form and substance satisfactory to Nanton and Spinco, acting reasonably. (c) The Exchange will have approved, as of the Effective Date, the listing and posting for trading of the New Common Shares issuable on the Arrangement in substitution of the Shares. (d) No action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of or damages on account of or relating to the extent permitted Arrangement and no cease trading or similar order with respect to any securities of Nanton of Spinco will have been issued and remain outstanding. (e) All material regulatory requirements will have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement or contemplated by applicable Law):the Information Circular will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances. (f) None of the consents, orders, regulations or approvals contemplated herein will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by Nanton or Spinco acting reasonably. (g) The Change of Business Transactions will have been approved by the Shareholders and conditionally approved by the Exchange, and all steps shall have occurred and all other consents or approvals required shall have been obtained to allow the Change of Business Transactions be implemented as soon as practicable following the Arrangement.‌ (h) The Change of Business Transactions will have been approved by the Shareholders, where required, and conditionally approved by the Exchange, and all steps shall have occurred and all other consents or approvals required shall have been obtained to allow the Change of Business Transactions be implemented as soon as practicable following the Arrangement. (i) no Law This Agreement shall not have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect terminated pursuant to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinprovisions hereof.

Mutual Conditions. The respective obligation obligations of each Party to consummate the purchase KBI and issuance and sale of the Purchased Common Stock Peoples under this Agreement shall be subject to the satisfaction on satisfaction, or written waiver by Peoples and KBI prior to the Closing Date Date, of each of the following conditions precedent: (a) The shareholders of KBI shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or all of requirements which may be waived by a particular Party on behalf of itself in writing, in whole Peoples reasonably determines would either before or in part, to after the extent permitted by applicable Law): Effective Time (i) no Law have a material adverse effect on Peoples and its Subsidiaries taken as a whole after giving effect to the consummation of the Merger; or (ii) prevent Peoples from realizing the major portion of the economic benefits of the Merger and the transactions contemplated thereby which Peoples currently anticipates obtaining. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall have been enacted be in effect. No Governmental or promulgated, and no action shall have been taken, by any Governmental Regulatory Authority of competent jurisdiction which temporarilyshall have enacted, preliminarily issued, promulgated, enforced, threatened, commenced a proceeding with respect to or permanently restrainsentered any statute, precludesrule, enjoins regulation, judgment, decree, injunction or otherwise prohibits the other order (whether temporary, preliminary or permanent) prohibiting or delaying consummation of the transactions contemplated by this Agreement Agreement. (d) The Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the Transaction Documents or makes effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC. (e) Peoples shall have received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated by this Agreement or hereby and no order restraining the Transaction Documents illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking ability of Peoples to restrain, preclude, enjoin or prohibit issue Peoples Shares pursuant to the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, issued and (ii) delete no proceedings for that purpose shall have been initiated or revise portions of Article 11 thereof to enable the Board of Directors of the Company to approve certain transfers of Common Stock threatened by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis;any state securities administrator. (ivf) all actions as are necessary The Peoples Shares to amend or obtain waivers under be issued in the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) Merger shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties approved for listing on Nasdaq subject to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinofficial notice of issuance.

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no Law No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been enacted or promulgatedissued and remain in effect, and no action statute, rule, regulation or executive order shall have been takenenacted, entered or promulgated by any Governmental Authority which prohibits the consummation of competent jurisdiction which temporarilythe Merger substantially on the terms contemplated hereby. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other material consents, preliminarily approvals, permits or permanently restrains, precludes, enjoins or otherwise prohibits authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this hereby shall have been obtained. (c) This Agreement or the Transaction Documents or makes and the transactions contemplated hereby shall have been approved and adopted by this Agreement the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of NYSE. (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Transaction Documents illegal;Company, threatened by the SEC or any other Governmental Entity. (iie) there No action shall not be pending any Action instituted by any Governmental Authority seeking which seeks to restrain, preclude, enjoin prevent consummation of the Merger or prohibit which seeks material damages in connection with the transactions contemplated by this Agreement or the Transaction Documents;hereby which continues to be outstanding. (iiif) The shares of Parent Common Stock to be issued in the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended authorized for listing on the NYSE, subject to official notice of issuance. (the “Charter Amendment”g) to (i) increase the number All consents, waivers and approvals of authorized shares of Common Stock to permit third parties required in connection with the transactions contemplated herebyhereby shall have been obtained, and (ii) delete except where the failure to obtain such consents, waivers or revise portions of Article 11 thereof approvals, in the aggregate, would not reasonably be expected to enable result in a material adverse effect on Parent or the Board of Directors of Company, as the Company case may be, provided that a party which has not used all reasonable efforts to approve certain transfers of Common Stock by holders of five percent obtain a consent, approval or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement waiver may not assert this condition with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend such consent, approval or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinwaiver.

Mutual Conditions. The respective obligation obligations of each Party the par- ties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each ful- fillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) No temporary restraining order, preliminary or permanent injunction or other order or decree which pre- vents the consummation of the Merger shall have been is- sued and remain in effect, and no Law statute, rule or regu- lation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction Author- ity which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits prevents the consummation of the transactions contemplated by this Agreement Merger. (b) All waiting periods applicable to the consumma- tion of the Merger under the HSR Act shall have expired or the Transaction Documents or makes been terminated. (c) The Merger and the transactions contemplated hereby shall have been approved by this Agreement or the Transaction Documents illegal;Pyxis Stockholders in the manner required by any Applicable Law. (iid) there shall not The issuance of the Cardinal Common Shares to be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit issued in the Merger and the transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of Incorporation of the Company hereby shall have been amended approved by the Cardinal Sharehold- ers in the manner required by any Applicable Law. (e) The Commission shall have declared the “Charter Amendment”Cardinal Registration Statement effective. On the Closing Date and at the Effective Time, no stop order or similar restrain- ing order shall have been threatened by the Commission or entered by the Commission or any state securities admin- istrator prohibiting the Merger. (f) Pyxis shall have received an opinion of Pills- bury, Madison & Sutro LLP substantially to the effect that, under Applicable Law, for Federal income tax pur- poses, the Merger will constitute a reorganization under Section 368 of the Code. (ig) increase Cardinal shall have received a letter, in form and substance reasonably satisfactory to Cardinal, from Deloitte & Touche L.L.P. dated the number date of authorized shares the Joint Proxy Statement and confirmed in writing at the Effective Time stating that the Merger will qualify as a pooling of Common Stock in- terests transaction under Opinion 16 of the Accounting Principles Board. (h) No Action shall be instituted by any Governmen- tal Authority which seeks to permit prevent consummation of the Merger or seeking material damages in connection with the transactions contemplated hereby, and (ii) delete or revise portions of Article 11 thereof hereby which continues to enable the Board of Directors of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinoutstanding.

Mutual Conditions. The respective obligation obligations of each Party party to this Agreement to consummate the purchase Merger and issuance and sale of the Purchased Common Stock Purchase shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions conditions, provided that Parent may direct each other party hereto to waive any condition contained in this Section 8.1 if (x) no such party could be criminally culpable for waiving or closing over such condition, and (y) Parent shall fully indemnify each such party for any liabilities or all losses incurred by each such party in connection with or arising out of which may waiving or closing over such condition, such indemnification to be waived approved by a particular Party the Company on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):each Principal Member and KMV Corporation on behalf of each KMV Corporation Shareholder: (ia) no Law shall have been enacted No order, injunction or promulgated, and no action shall have been taken, decree issued by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins other legal restraint or otherwise prohibits prohibition preventing the consummation of the transactions contemplated by this Agreement Merger or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) there Stock Purchase shall not be pending any Action in effect. No proceeding initiated by any Governmental Authority seeking an injunction to restrain, preclude, enjoin restrain or prohibit the transactions contemplated by this Agreement consummation of the Merger or the Transaction DocumentsStock Purchase shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts in any material manner or makes illegal consummation of the Merger or the Stock Purchase; (iiib) All consents, waivers, authorizations and approvals required from all Governmental Authorities to consummate the Amended Merger and Restated Certificate the Stock Purchase, without the imposition of Incorporation conditions or requirements, in the aggregate, the satisfaction of which by Parent or its Subsidiaries or KMV Corporation, the Company or their respective Subsidiaries are reasonably likely to result in either a Parent Material Adverse Effect or a Company Material Adverse Effect shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, obtained and (ii) delete or revise portions of Article 11 thereof to enable the Board of Directors shall remain in full force and effect as of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basisClosing Date; (ivc) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application In respect of the anti-dilution rights set forth in Section 4.5 notifications of the Warrant Agreement with respect parties hereto pursuant to the Purchased Common Stock (HSR Act and any other applicable antitrust or competition laws, the “Anti-Dilution Amendment”applicable waiting period(s) and any extensions thereof shall be completed; (v) all actions as are necessary to amend have expired or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completedterminated; and (vid) all closing conditions A general moratorium on commercial banking activities in New York or California shall not have been declared by either Federal or state authorities and be continuing nor shall there occur and be continuing any calamity or crisis in the financial markets that either (other than payment i) renders Parent unable to access or borrow funds in the ordinary course of business or make use of the purchase priceUnited States federal wire system, or (ii) required renders the Escrow Agent unable to consummate receive the TSO Acquisition have been satisfied or waived, and deposit of the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinEscrow Funds.

Mutual Conditions. The respective obligation obligations of each Party the parties hereto to consummate the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each fulfillment of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no Law No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been enacted or promulgatedissued and remain in effect, and no action statute, rule, regulation or executive order shall have been takenenacted, entered or promulgated by any Governmental Authority which prohibits the consummation of competent jurisdiction which temporarilythe Merger substantially on the terms contemplated hereby. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other material consents, preliminarily approvals, permits or permanently restrains, precludes, enjoins or otherwise prohibits authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this hereby shall have been obtained. (c) This Agreement or the Transaction Documents or makes and the transactions contemplated hereby shall have been approved and adopted by this Agreement the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of NYSE. (d) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Transaction Documents illegal;Company, threatened by the SEC or any other Governmental Entity. (iie) there No action shall not be pending any Action instituted by any Governmental Authority seeking which seeks to restrain, preclude, enjoin prevent consummation of the Merger or prohibit which seeks material damages in connection with the transactions contemplated by this Agreement or the Transaction Documents;hereby which continues to be outstanding. (iiif) The shares of Parent Common Stock to be issued in the Amended and Restated Certificate of Incorporation of the Company Merger shall have been amended authorized for listing on the NYSE, subject to official notice of issuance. (the “Charter Amendment”g) to (i) increase the number All consents, waivers and approvals of authorized shares of Common Stock to permit third parties required in connection with the transactions contemplated herebyhereby shall have been obtained, and (ii) delete except where the failure to obtain such consents, waivers or revise portions of Article 11 thereof approvals, in the aggregate, would not reasonably be expected to enable result in a material adverse effect on Parent or the Board of Directors of E-41 Company, as the Company case may be, provided that a party which has not used all reasonable efforts to approve certain transfers of Common Stock by holders of five percent obtain a consent, approval or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (iv) all actions as are necessary to amend or obtain waivers under the Warrant Agreement in order to waive the application of the anti-dilution rights set forth in Section 4.5 of the Warrant Agreement waiver may not assert this condition with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) shall be completed; (v) all actions as are necessary to amend such consent, approval or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completed; and (vi) all closing conditions (other than payment of the purchase price) required to consummate the TSO Acquisition have been satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the terms set forth thereinwaiver.

Mutual Conditions. The respective obligation obligations of each Party SFNC and DTBC to consummate effect the purchase and issuance and sale of the Purchased Common Stock Merger shall be subject to the satisfaction on or prior to the Closing Date of each Effective Time of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (ia) no Law This Agreement and the transactions contemplated hereby shall have been enacted approved by the requisite votes of the shareholders of DTBC in accordance with applicable law; (b) The procurement by SFNC of approval of this Agreement and the transactions contemplated hereby by the FRB and the ASBD and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or promulgatedapprovals from the Federal Deposit Insurance Corporation or United States Treasury, and no action shall have been taken, by any Governmental Authority Office of competent jurisdiction the Comptroller of the Currency which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or DTBC would not have entered into this Agreement had such conditions or requirements been known at the Transaction Documents or makes date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement or the Transaction Documents illegalAgreement; (iie) there No party hereto shall not be pending subject to any Action by any Governmental Authority seeking to restrainorder, preclude, enjoin decree or prohibit injunction of a court or agency of competent jurisdiction which enjoins or prohibits the transactions contemplated by this Agreement or consummation of the Transaction DocumentsMerger; (iiif) the Amended and Restated Certificate of Incorporation of the Company No statute, rule, regulation, order, injunction or decree shall have been amended (the “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated herebyenacted entered, and (ii) delete promulgated or revise portions of Article 11 thereof to enable the Board of Directors enforced by any governmental authority which prohibits, materially restricts or makes illegal consummation of the Company to approve certain transfers of Common Stock by holders of five percent or more of the outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basisMerger; (ivg) all actions as are necessary to amend or obtain waivers under The Registration Statement shall have become effective and no stop order suspending the Warrant Agreement in order to waive the application effectiveness of the anti-dilution rights set forth in Section 4.5 of Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Warrant Agreement with respect to the Purchased Common Stock (the “Anti-Dilution Amendment”) SEC or an exemption from registration shall be completed; (v) all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall be completedeffective; and (vih) all closing conditions (other than payment Quattlebaum, Grooms, Xxxx & Xxxxxx PLLC shall have delivered its opinion to SFNC and DTBC, dated as of the purchase price) required to consummate the TSO Acquisition have been satisfied or waivedEffective Date, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially effect that, on the terms basis of facts, representations and assumptions set forth thereinin such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that SFNC and DTBC will each be a party to that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, DTBC and others. SFNC and DTBC will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with such opinion.