Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 7:00 a.m., Eastern New York City time, on a date to be specified by the parties, which shall be no later than the third (3rd) Business Day following after the satisfaction or, or (to the extent permitted hereunder and by applicable Law, ) waiver of all of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, or (to the extent permitted hereunder and by applicable Law, ) waiver of those such conditions at the Closing), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another datetime, time date or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithhereto. The date on which the Closing actually occurs is referred to in this Agreement herein as the “Closing Date.” (b) Subject to the provisions terms and conditions of this Agreement, at as soon as practicable on or immediately prior to the ClosingClosing Date, the parties each of Foamix and Menlo Merger Sub shall (and Menlo shall cause Menlo Merger Sub to), in coordination with each other, inform the Registrar of Companies of the State of Israel (ithe “Israeli Registrar of Companies”) a certificate of merger with respect that all conditions to the Merger under the Companies Law and this Agreement have been met (together with any other documentation required to be submitted to the Israeli Registrar of Companies, whether under this Agreement or the Merger Proposal, by the Israeli Companies Registrar or otherwise) and setting forth the proposed date on which the Merger shall become effective and on which the Israeli Registrar of Companies is requested to issue a certificate evidencing the Merger in accordance with Section 323(5) of the form set forth as Exhibit A hereto Companies Law (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Delaware Secretary of State or Companies Law (the time at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when which the Merger shall become becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties that the Merger shall be declared effective and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date or the immediately following Business Day.”

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated in accordance with Article XI, the closing of the Merger (the “Closing”) shall take be deemed to have taken place at 9:00 a.m., Eastern time, the New York City office of DLA Piper on a date no later than the third five (3rd5) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of all the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (X, or at such other than those conditions that by their nature are to be satisfied at place and time as the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent Company and the Company; provided, that Purchaser Parties may mutually agree upon. The parties may participate in the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmeans. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at . At the Closing, the parties hereto shall cause (i) execute a certificate plan of merger with respect to the Merger in the form set forth attached hereto as Exhibit A hereto Annex 2 (the “Certificate Plan of Merger”) and the parties hereto shall cause the Merger to be duly executed consummated by filing the Plan of Merger (and filed other documents required by Cayman Companies Act) with the Secretary Registrar of State of Companies in the State of Delaware (Cayman Islands on the “Delaware Secretary of State”), same day as the Closing Date in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto Cayman Companies Act (the “Articles time of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as filings being the “Effective Time”). At the Closing, the Purchaser shall file a copy of the Purchaser Shareholders’ Approval with the Registrar of Companies in the Cayman Islands on the same day as the Closing Date and (i) apply for a change of name from “Venus Acquisition Corporation” to “MicroAlgo Inc.” (ii) file the increase of the authorized share capital of the Purchaser to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value per share (iii) file the amended and restated memorandum and articles of association of the Purchaser amended in accordance with Section 2.5(b) and (iv) file the appointment and/ or removal of the directors and officers of the Purchaser in accordance with Section 2.4.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m.As promptly as practicable, Eastern time, but in no event later than the third (3rd) three Business Day following Days, after the satisfaction or, to the extent permitted hereunder and by applicable Lawif permissible, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VIII (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those such conditions at the Closing), at the offices parties hereto shall cause the Merger to be consummated by taking the following steps (which, for clarity, shall be part of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that same overall transaction): (a) The closing (the Closing may occur “Closing”) shall be held remotely via electronic exchange of required Closing documentation in lieu of an in-person Closingexecuted documents, or such other manner, time and place as the parties shall cooperate agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in connection therewithArticle VIII. The date on which the Closing actually occurs shall occur is referred to in this Agreement herein as the “Closing Date.” (b) Subject to First, on the provisions of this Agreement, at the ClosingClosing Date, the parties shall cause (i) to be filed a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the a “Certificate of Merger”) to be duly with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and filed with mutually agreed by the parties (the time of the acceptance of such Certificate of Merger by the Secretary of State of the State of Delaware (or such later time as may be agreed by each of the parties hereto and specified in such Certificate of Merger) being the “Delaware Secretary of StateEffective Time”). In addition, in accordance with the relevant provisions SPAC Organizational Documents (including Section 9.2 of the DGCLSPAC Certificate of Incorporation), the SPAC shall cause the SPAC Stockholder Redemption to occur upon the Effective Time. (c) Second, as promptly as practicable following the filing of the Certificate of Merger, on the Closing Date, the SPAC shall adopt as the SPAC’s certificate of incorporation the amended and (ii) articles restated certificate of merger with respect to the Merger incorporation in substantially the form set forth attached as Exhibit B hereto E (the “Articles New SPAC Certificate of MergerIncorporation”) to be duly executed and filed by filing the New SPAC Certificate of Incorporation with the Secretary of State of the State of Tennessee Delaware, with such modifications as may be mutually agreed between the Company and the SPAC, pursuant to which the SPAC shall have a single class common structure with shares of common stock, par value $0.0001 per share, having voting rights of one vote per share (the “Tennessee Secretary of StateNew SPAC Common Stock”), . The New SPAC Certificate of Incorporation shall become the certificate of incorporation of the SPAC until thereafter supplemented or amended in accordance with its terms and the relevant provisions of the TBCA. The Merger shall become effective upon DGCL. (d) Third, as promptly as practicable following the filing of the New SPAC Certificate of Merger Incorporation, the SPAC shall file the Certificate of Designations with the Delaware Secretary of State or at such other of the State of Delaware, which Certificate of Designations shall become effective following the effective time as of the parties may mutually agree to in writing and as shall be specified in New SPAC Certificate of Incorporation. Immediately following the effective time of the Certificate of Merger. The date and time when Designations, the Merger SPAC shall become effective is herein referred cause the Preferred Stock Issuance to as the “Effective Timeoccur.”

Closing; Effective Time. (a) The closing Unless this Agreement shall have been terminated pursuant to Section 7, and unless otherwise mutually agreed in writing between the Company, Parent and Merger Sub, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, by means of a virtual closing via the electronic exchange of documents and signatures by the Parties as soon as practicable (and in no event later than the third three (3rd3) Business Day business days) following the satisfaction or, to the extent permitted hereunder and by applicable LawLegal Requirements, waiver (by the Party or Parties entitled to the benefits thereof) of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable LawLegal Requirements, waiver of those such conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that if any of the conditions set forth in Section 6 are not satisfied or, to the extent permitted by applicable Legal Requirements, waived on such third (3rd) business day, then the Closing may occur remotely via electronic exchange of required shall take place on the first (1st) business day thereafter on which all such conditions shall have been satisfied or, to the extent permitted by applicable Legal Requirements, waived; provided, further that if the Parties mutually agree in writing upon another date, the Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithtake place on such date. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties Company and Merger Sub shall file or cause (i) to be filed a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (with respect to the “Delaware Secretary of State”)Merger, in such form reasonably agreed upon between the Parties and as required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL, and (ii) articles the Parties shall take all such further actions as may be required by applicable Legal Requirements to make the Merger effective. The Merger shall become effective upon the date and time of the filing of that certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later date and time as the parties may mutually agree to is agreed upon in writing by the Parties and as shall be specified in the Certificate certificate of Merger. The merger (such date and time when the Merger shall become effective is herein referred to as effective, the “Effective Time”).”

Closing; Effective Time. (a) The In accordance with the terms and subject to the conditions of this Agreement, the closing of the First Merger (the “Closing”) shall take place by remote exchange of documents at 9:00 a.m.the offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Eastern 1999 Avenue of the Stars, ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. (Pacific time, no later than ) on the third date which is two (3rd2) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of first date on which all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI IX shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingthereof), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, or such other time or and place is agreed to in writing by Parent as Acquiror and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation mutually agree in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, at and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, First Merger Sub, and the Closing, the parties Company shall cause (i) a certificate of merger with respect to the First Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed duly submitted for filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant applicable provisions of the DGCL. The First Merger shall become effective at the time when the First Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by ▇▇▇▇▇▇▇▇ and (ii) articles of merger with respect to the Merger Company in writing and specified in the form set forth as Exhibit B hereto First Merger Certificate (the “Articles First Effective Time”). Subject to the satisfaction or waiver of Merger”) all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Second Merger Sub, and the Company shall cause the Second Merger Certificate to be duly executed and filed duly submitted for filing with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), Delaware in accordance with the relevant applicable provisions of the TBCADGCL and the DLLCA. The Second Merger shall become effective upon at the time when the Second Merger Certificate has been accepted for filing of by the Certificate of Merger with the Delaware Secretary of State of the State of Delaware, or at such other later time as may be agreed by ▇▇▇▇▇▇▇▇ and the parties may mutually agree to Company in writing and as shall be specified in the Second Merger Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as (the “Second Effective Time”).” (c) For the avoidance of doubt, the Closing, the First Effective Time and Second Effective Time shall not occur prior to the completion of the Domestication.

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern p.m. (Hong Kong time, no later than ) at a venue to be agreed upon by Parent and the Company on the third (3rd) Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or written waiver (where permissible) of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI ARTICLE VIII, provided that, notwithstanding the satisfaction or waiver of all of the conditions set forth in ARTICLE VIII (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or written waiver (where permissible) of those conditions at the Closing), if the Marketing Period has not ended, the Closing shall not be required to occur until the earlier of (a) a Business Day during the Marketing Period specified by Parent on no fewer than three (3) Business Days’ prior written notice to the Company and (b) the next Business Day after the final day of the Marketing Period but subject, in the case of each of clauses (a) and (b), to the continued satisfaction or written waiver (where permissible) of the conditions set forth in ARTICLE VIII (other than those conditions that by their terms are to be satisfied at the offices Closing, but subject to the satisfaction or written waiver (where permissible) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇those conditions at the Closing), unless another date, time or place is agreed to in writing by the Company and Parent (the day on which the Closing takes place being the “Closing Date”). On the Closing Date, Merger Sub and the Company; providedCompany shall execute a plan of merger, that substantially in the Closing may occur remotely via electronic exchange form set out in Annex A (the “Plan of required Closing documentation in lieu of an in-person ClosingMerger”), and the parties hereto shall cooperate in connection therewith. The date on which file the Closing actually occurs is referred Plan of Merger and other documents required under the CICL to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to effect the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary Registrar of State Companies of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions Cayman Islands as provided by Section 233 of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCACICL. The Merger shall become effective upon on the filing of date (the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become becomes effective is herein referred to as being the “Effective Time”) specified in the Plan of Merger in accordance with the CICL.”

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall will take place at 9:00 10:00 a.m., Eastern New York time, as soon as practicable, but in no event later than the third (3rd) fifth Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingconditions), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Four Times Square, ▇▇▇▇▇ ▇▇▇▇New York, ▇▇▇▇▇▇▇New York; provided, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇however, unless another datethat notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, time (i) Parent and Merger Sub will not be required to effect the Closing until the earlier to occur of (a) a date during the Marketing Period specified by Parent on at least three Business Days’ notice to the Company and (b) the final day of the Marketing Period and (ii) the Company shall not be required to effect the Closing without at least three Business Days’ notice specified by Parent (or the Closing may take place is agreed to in writing by at such other place or at such other date as Parent and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject . Prior to the provisions of this Agreement, at the Closing, Parent shall prepare and on the parties Closing Date the Surviving Corporation shall cause (i) the Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto DGCL (the “Articles date and time of Merger”) to be duly executed and filed the filing of the Certificate of Merger with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as the parties may mutually agree to in writing and as shall be is specified in the Certificate of Merger. The date Merger and time when as is agreed to by the Merger shall become effective is herein referred to as parties hereto, being the “Effective Time”) and the parties hereto shall make all other filings or recordings required under the DGCL in connection with the Merger.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall will take place remotely by electronic exchange of documents and signatures at 9:00 8:00 a.m., Eastern New York City time, no later than on the third (3rd) fifth Business Day following after the satisfaction or, to day on which the extent permitted hereunder and by applicable Law, waiver last of the last conditions set forth in Article VII to be satisfied or waived of all (excluding conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at conditions) shall be satisfied or waived in accordance with this Agreement (the Closing“Condition Satisfaction Date”), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another datetime, time date or place is agreed to in writing by Parent and the Companyparties; provided, that Parent shall have the right (i) by providing written notice to the Company no later than the Condition Satisfaction Date, to extend the Closing Date once to a date no later than 90 days after the date of this Agreement (the “Extended Closing Date”) and (ii) by providing at least three (3) Business Days written notice to the Company at any time after the Condition Satisfaction Date, to accelerate the then-scheduled Closing Date to a date specified by Parent in such written notice (which date, for the avoidance of doubt, may occur remotely via electronic exchange of required not be later than the Extended Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithDate). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at as soon as practicable on the Closing, Closing Date the parties shall cause (i) a certificate file (A) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) articles of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate Articles of Merger”) to be duly executed and filed (B) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateDE SOS”), in accordance with the relevant provisions of the DGCL, and (ii) articles a certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in each case, executed in accordance with with, and in such form as is required by, the relevant provisions of the TBCAMGCL and the DLLCA and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the DLLCA in connection with the Merger. The Merger shall become effective upon at such time as the filing Articles of Merger are accepted for record by the SDAT and the Certificate of Merger with is accepted for record by the Delaware Secretary of State DE SOS, or at such other later date or time as may be agreed by the parties may mutually agree to in writing hereto and as shall be specified in the Articles of Merger and the Certificate of Merger. The date and Merger (the time when at which the Merger shall become becomes effective is herein hereinafter referred to as the “Effective Time”).”

Closing; Effective Time. (a) The Subject to the terms and conditions of this Agreement, the closing of the Merger Mergers (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing remotely by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation documents, commencing at 10:00 a.m. (New York time) on the date which is three (3) Business Days after the date on which all conditions set forth in lieu of an in-person Article 11 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as HTP and the parties shall cooperate in connection therewithCompany may mutually and reasonably agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to On the provisions of this Agreement, at the ClosingClosing Date, the parties Parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) Blocker Mergers to be duly executed and filed consummated simultaneously by filing the applicable Certificates of Merger with the Secretary of State of the State of Delaware (the “Delaware date and time of acceptance by the Secretary of StateState of the State of Delaware of the last of such filings, or, if another date and time is specified in such filings, such specified date and time, being the “Blocker Mergers Effective Time”), in accordance with . (c) On the relevant provisions of the DGCLClosing Date, and (ii) articles of merger with respect to immediately after the Merger in Blocker Mergers Effective Time, the form set forth as Exhibit B hereto (Parties shall cause the “Articles of Merger”) HTP Mergers to be duly executed and filed consummated simultaneously by filing the applicable Certificates of Merger with the Secretary of State of the State of Tennessee Delaware (the “Tennessee date and time of acceptance by the Secretary of StateState of the State of Delaware of the last of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “HTP Mergers Effective Time”). (d) On the Closing Date and immediately after the HTP Mergers Effective Time, in accordance with the relevant provisions of Parties shall cause the TBCA. The Company Merger shall become effective upon to be consummated by filing the filing of the applicable Certificate of Merger with the Delaware Secretary of State or at such other time as of the parties may mutually agree to in writing and as shall be specified in State of Delaware (the Certificate of Merger. The date and time when of acceptance by the Merger shall become effective Secretary of State of the State of Delaware of the last of such filings, or, if another date and time is herein referred to as specified in such filings, such specified date and time, being the “Effective Time”).”

Closing; Effective Time. (a) The closing Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8, the consummation of the Merger (the “Closing”"CLOSING") shall take place at 9:00 the offices of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇., Suite 2800, Dallas, Texas 75201, at 10:00 a.m., Eastern Dallas time, on a date to be designated by Parent (the "CLOSING DATE"), which shall be no later than the third (3rd) fifth Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those such conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; providedparties hereto, provided that the Closing may occur remotely via electronic exchange shall be delayed if and only for so long as reasonably necessary if a banking moratorium, act of required Closing documentation in lieu of an in-person terrorism or war (whether or not declared) affecting United States banking or financial markets generally prevents the Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to satisfying the Merger in applicable requirements of the form set forth as Exhibit A hereto DGCL (the “Certificate of Merger”"CERTIFICATE OF MERGER") to shall be duly executed by the Company and filed with the Secretary of State of the State of Delaware (as promptly as possible on the “Delaware Secretary of State”), in accordance with Closing Date. The Merger shall become effective upon the relevant provisions date and time of the DGCL, and (ii) articles filing of merger with respect to the Certificate of Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as the parties may mutually agree to in writing and as shall be is specified in the Certificate of MergerMerger (the "EFFECTIVE TIME"). The date Notwithstanding anything herein to the contrary, in the event that Acquisition Sub shall acquire at least 90% of the outstanding shares of Company Common Stock, Parent and time when the Company hereby agree to take all necessary and appropriate action to cause the Merger shall to become effective is herein referred to effective, without a meeting of the Company Stockholders, in accordance with Section 253 of the DGCL as the “Effective Timepromptly as practicable.”

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated in accordance with Article XII, the closing of the Acquisition Merger (the “Closing”) shall occur via the remote electronic exchange of documentation, unless otherwise agreed by the parties hereto, and shall be deemed to take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ Loeb & ▇▇▇▇▇▇▇ Loeb LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇at 10:00 a.m. local time, unless another dateon a date no later than five (5) Business Days after the satisfaction or waiver of all the conditions set forth in Article IX, or at such other place and time or place is agreed to in writing by Parent and the Company; providedas B2B, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person ClosingFintech, and the parties shall cooperate in connection therewithAcquiror may mutually agree upon. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) . Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) B2B and Merger Sub I shall execute a certificate plan of merger (“Plan of Merger I”) and articles of merger (“Articles of Merger I”); (ii) Fintech and Merger Sub II shall execute a plan of merger (“Plan of Merger II”) and articles of merger (“Articles of Merger II”), Plan of Merger II, together with respect to the Plan of Merger in the form set forth as Exhibit A hereto (I, being the “Certificate Plans of Merger,” and Articles of Merger II together with Articles of Merger I, being the “Articles of Merger”, and (iii) the parties hereto shall cause the Acquisition Merger to be duly executed and filed consummated under BVI Law by filing the Articles of Merger with the Secretary Registrar of State Corporate Affairs of the State of Delaware (the “Delaware Secretary of State”), British Virgin Islands in accordance with the relevant provisions of the DGCLBVI Business Companies Act (the date and time of the registration of such filings by the Registrar of Corporate Affairs of the British Virgin Islands, or such later time, not more than 30 calendar days from the registration of such filings, as may be agreed by B2B, Fintech, and (ii) articles of merger with respect to the Merger Acquiror in the form set forth as Exhibit B hereto (the “their respective Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as being the “Effective Time”).”

Closing; Effective Time. (a) The Upon the terms and conditions set forth herein, the closing of the Merger (the “Merger Closing”) shall will take place (a) if the Offer Closing shall have not occurred at 9:00 or prior to the Merger Closing, 10:00 a.m., Eastern New York City time, no later than on the third (3rd) second Business Day following the after satisfaction or, or (to the extent permitted hereunder and by applicable Law, ) waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature terms are to be satisfied at the Merger Closing, but subject to the satisfaction or, or (to the extent permitted hereunder and by applicable Law, ) waiver of those conditions at the Closingconditions), or (b) if the Offer Closing shall have occurred on or prior to the Merger Closing, on the date of, and immediately following the Offer Closing (or the Top-Up Closing if the Top-Up has been exercised), in either case at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPDLA Piper LLP (US) located at 1251 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and notwithstanding Section 5.3, unless another datetime, time date or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Merger Closing actually occurs is referred to in this Agreement as the “Merger Closing Date.” ” Notwithstanding the preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of conditions set forth in Article VI (bother than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or waiver in writing of those conditions if permissible under applicable Law), or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of the last sentence of Section 5.4(b), then the Merger Closing shall occur instead on the date following the satisfaction or waiver of such conditions (subject to the satisfaction or waiver of such conditions on that date) that is the earlier to occur of (i) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days prior notice to the Company and (ii) the Business Day immediately following the final Business Day of the Marketing Period, or if the Company has engaged with a Qualified Go-Shop Bidder with respect to a Qualified Acquisition Proposal after the Go-Shop Period End Date in accordance with the provisions of last sentence of Section 5.4(b), no earlier than five (5) Business Days following the earlier to occur of (x) the termination of discussions with such Qualified Go-Shop Bidder or (y) the fifteenth (15th) day following the Go-Shop End Date, and such date shall be deemed the Merger Closing Date. Subject to the provisions of this Agreementterms and conditions set forth herein, at the Closing, the parties shall cause (i) a certificate of merger with respect to satisfying the Merger in applicable requirements of the form set forth as Exhibit A hereto DGCL (the “Certificate of Merger”) to shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (or such other date and time as may be mutually agreed upon by Parent and the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, Company and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as (the “Effective Time”).”

Closing; Effective Time. (a) The Subject to the provisions of ARTICLE 8, the closing of the Merger Mergers (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇Sichenzia ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, unless another date1185 Avenue of the ▇▇▇▇▇▇▇▇, time ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as soon as practicable, but in no event later than the second Business Day after the satisfaction or place is agreed waiver (to the extent permitted by Law) of the conditions set forth in writing ARTICLE 8 (excluding conditions that, by Parent and their terms, cannot be satisfied until the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, but subject to the satisfaction or waiver (to the extent permitted by Law) of such conditions at the Closing), or at such other place or on such other date as Parent, BioLite and the parties shall cooperate in connection therewithBioKey may mutually agree. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at “. At the Closing, the parties hereto shall cause the Mergers to be consummated by (i) a certificate filing Articles of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate BioLite Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Nevada, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCLNRS and shall make all other filings or recordings required under the NRS in connection with the BioLite Merger, and (ii) articles filing an agreement of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles BioKey Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)California, in such form as required by, and executed in accordance with with, the relevant provisions of the TBCA. The CGCL, and shall make all other filings or recordings required under the CGCL in connection with the BioKey Merger shall become effective upon (the later of the date and time of the acceptance of the filing of the BioLite Articles of Merger by the Secretary of State of the State of Nevada, and the date and time of the acceptance of the filing of the BioKey Certificate of Merger with by the Delaware Secretary of State of the State of California, or at such other later time as the parties may mutually agree to in writing and as shall be is specified in the BioLite Articles of Merger or the BioKey Certificate of Merger. The date Merger and time when as is agreed to by the Merger shall become effective is herein parties hereto, being hereinafter referred to as the “Effective Time”).”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another dateat 10:00 A.M., Eastern time, no later than the later of (i) the fifth Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the Parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), and (ii) June 15, 2007 (the “Target Closing Date”), or at such other place or at such other time or place is agreed to on such other date as the Parties mutually may agree in writing by Parent and the Companywriting; provided, however, that if the Closing does not occur on or prior to the Target Closing Date and Acquiror so requests, the Closing shall take place on or prior to June 30, 2007 and, in the event that the Closing may occur remotely via electronic exchange has not occurred on or prior to June 22, 2007 or, if later, the Target Closing Date, the Acquiror shall promptly pay to the Company an amount equal to $10,000,000 in immediately available funds (the “Cash-Through Amount,” which amount shall be deemed credited to the Gross Merger Consideration or Termination Fee, as applicable) in consideration of required the extension of the date of Closing documentation in lieu (provided that, if the Target Closing Date occurs on a date subsequent to June 22, 2007 due to the failure to satisfy a condition to closing under Article VII that is caused by the failure of an inthe Acquiror to perform or comply with its obligations hereunder, the Cash-person ClosingThrough Amount shall be paid to Company on June 22, and the parties shall cooperate in connection therewith2007 or immediately thereafter). The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.”” Nothing contained herein shall excuse Acquiror from its obligations to perform hereunder. (b) Subject to As soon as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties Parties shall both cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary Certificate of StateMerger”), executed in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware or at such other time as the parties may mutually Parties shall agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.” (c) At the Closing, the Acquiror shall deposit with the Escrow Agent an amount equal to the Escrow Amount. The Escrow Amount will be held and released in accordance with the terms of the Indemnity Escrow Agreement.

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 10:00 a.m., Eastern New York City time, on a date to be specified by the parties hereto, which shall be no later than the third (3rd) second Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of all of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI ARTICLE VII hereof (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those such conditions at the Closing), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another datetime, time date or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithhereto. The date on which the Closing actually occurs is referred to in this Agreement herein as the “Closing Date.” (b) Subject Upon the terms and subject to the provisions conditions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the merger to be consummated by filing (i) articles of merger substantially in the form attached hereto as Exhibit C (the “Articles of Merger”) with the Secretary of State of the State of Washington for filing as provided in the WBCA, and shall make all other filings or recordings required by the WBCA in connection with the Merger and (ii) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Articles of Merger are duly executed and filed with the Secretary of State of the State of Delaware Washington (at the “Delaware Secretary time specified therein, or if no such time is specified therein, as of State”the close of business on the date so filed), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other subsequent date or time as Parent and the parties may mutually Company shall agree to in writing and as shall be specified specify in the Certificate Articles of MergerMerger or, if not specified therein, by the WBCA. The date and time when at which the Merger shall become becomes effective is herein referred to herein as the “Effective Time.”” This Agreement shall be deemed the “plan of merger” under Chapter 11 of the WBCA and together with Exhibit A and Exhibit E hereto (but excluding the other Exhibits and Schedules hereto) shall be filed with the Articles of Merger pursuant to Section 23B.11.050(1) of the WBCA.

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m.the offices of Sheppard, Eastern timeMullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, as promptly as practicable (but in no event later than the third (3rd) second Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, Closing but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such conditions), or at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPsuch other time, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or date and place is agreed to in writing by Parent as Innovate and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation mutually agree in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” ” As soon as practicable after the determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall (b) Subject and Innovate shall cause Merger Sub to), in coordination with each other, deliver to the provisions Registrar of this Agreement, at Companies of the Closing, State of Israel (the parties shall cause (i“Companies Registrar”) a certificate of merger with respect notice which shall inform the Companies Registrar that all conditions to the Merger in under the form ICL and this Agreement have been met and set forth as Exhibit A hereto the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the Merger in accordance with Section 323(5) of the ICL (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Delaware Secretary of State or at ICL (such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein being hereinafter referred to as the “Effective Time”).”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m.the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Eastern ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m. (Minneapolis time), or at such other place, date and time, or in such other manner, as the Parties hereto may agree in writing (including by electronic exchange of Closing documents in lieu of an in-person Closing), as promptly as practicable following, but in any event no later than the third second (3rd2nd) Business Day following after, the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingsuch conditions), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), the Closing shall occur on the earlier of (x) a date during the Marketing Period specified by Parent in writing on no fewer than two (2) Business Days’ notice to the Company (it being understood that such date may occur remotely via electronic exchange be conditioned upon the simultaneous completion of required Closing documentation in lieu the Debt Financing and, if the Debt Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (y) the second (2nd) Business Day following the last day of an in-person Closing, and the parties shall cooperate in connection therewithMarketing Period. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) . Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate articles of merger with respect to satisfying the Merger in applicable requirements of the form set forth as Exhibit A hereto MBCA (the “Certificate Articles of Merger”) to shall be duly executed by Merger Sub and filed the Company and (ii) Parent, Merger Sub and the Company shall cause the Articles of Merger to be delivered to the Secretary of State of the State of Minnesota for filing concurrently with the Closing. The Merger shall become effective on the Closing Date upon the filing of the Articles of Merger with the Secretary of State of the State of Delaware (Minnesota or such later time on the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth Closing Date as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective is agreed upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing by the Parties hereto and as shall be specified in the Certificate Articles of Merger. The date and Merger (such time when on the Merger shall become effective is herein referred to as Closing Date, the “Effective Time”).”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall will take place at 9:00 a.m.concurrently with the execution and delivery of this Agreement remotely via the electronic exchange of documents and signatures. The date upon which the Closing actually occurs shall be referred to herein as the “Closing Date.” On the Closing Date, Eastern time, no later than the third (3rd) Business Day following parties hereto shall cause the satisfaction or, Merger to be consummated by filing a Certificate of Merger conforming to the extent permitted hereunder and by applicable Law, waiver requirements of the last DGCL with the Secretary of State of the State of Delaware (the “Certificate of Merger”), in accordance with the applicable provisions of DGCL (the time of the acceptance of such filing by the Secretary of State of the State of Delaware shall be referred to be satisfied or waived herein as the “Effective Time”). (b) At the Effective Time, the effect of all conditions to the parties’ respective obligations to effect the Merger set forth shall be as provided in Article VI (other than those conditions that by their nature are to be satisfied at the Closingapplicable provisions of the DGCL. Without limiting the generality of the foregoing, but and subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing)thereto, at the offices Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all restrictions, disabilities and duties of the Company and Merger Sub shall become the restrictions, disabilities and duties of the Surviving Corporation. (c) At the Closing: (i) the Company shall deliver to Parent: (A) a certificate duly executed by the Chief Executive Officer of the Company certifying (and other evidence in form and substance satisfactory to Parent) that: (1) the adoption of this Agreement shall have been duly approved by the Required Merger Stockholder Vote (as defined in Section 2.22); (2) the number of shares of Company Capital Stock that constitute (or that are or may be eligible to become) Dissenting Shares (as defined in Section 1.6(a)) shall be less than 10% of the Company Capital Stock outstanding immediately prior to the Closing (excluding shares held by Parent); and (3) the amount of the Closing Indebtedness is zero; (B) the Escrow Agreement, duly executed by the Stockholders’ Agent and the Escrow Agent; (C) Employment Agreements duly executed by ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ & and ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ (the “Key Employees”); (D) Joinder Agreements, executed by the persons listed on Schedule 1.2(c)(i)(D); (E) agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the agreements identified on Schedule 1.2(c)(i)(E) as described on Schedule 1.2(c)(i)(E); (F) a certificate (the “Merger Consideration Certificate”), duly executed on behalf of the Company by the Chief Executive Officer, containing the following information (along with calculations of any such amounts) and the representation and warranty of the Company that all of such information is true and accurate as of the Closing: (1) the Closing Indebtedness, the Transaction Expenses and Transaction Payroll Taxes paid or payable (including any Transaction Expenses and Transaction Payroll Taxes that will become payable after the Effective Time with respect to services performed or actions taken prior to or at the Effective Time), the Net Working Capital and, based thereupon, the Net Working Capital Deficiency, the Aggregate Exercise Price, the Per Share Series B Closing Proceeds, the Per Share Series A Closing Proceeds and the Per Share Common Closing Proceeds; (2) the name and address of record of each Person who is a stockholder of the Company immediately prior to the Effective Time; (3) the number of shares of Company Capital Stock of each class and series held by each such stockholder immediately prior to the Effective Time; (4) the consideration that each such stockholder is entitled to receive pursuant to Section 1.4; (5) the amount of cash to be contributed to the Escrow Fund with respect to the shares of Company Capital Stock held by each such stockholder and each holder of a Company Option, and the allocation of the Escrow Fund for purposes of the indemnity obligations in Section 4.2 hereof; (6) the name and address of record of each holder of, the exercise price per share of, the number and class of shares of Company Common Stock subject to, the vesting schedule applicable to and the expiration date of each Company Option outstanding immediately prior to the Effective Time (after giving effect to any exercises of Company Options prior to the Effective Time); (7) the consideration that each holder of Company Options is entitled to receive pursuant to Section 1.5; and (8) the total amount of Taxes to be withheld from the Merger Consideration that each holder of shares of Company Capital Stock or holder of Company Options, in each case as of immediately prior to the Effective Time, is entitled to receive pursuant to Sections 1.4 and 1.5 as, for Tax purposes, compensation for services. (G) written resignations of all officers and directors of the Company, effective as of the Effective Time; (H) the Certificate of Merger, duly executed by the Company; (I) a properly executed statement, dated as of the Closing Date, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in a form reasonably acceptable to Parent, certifying that an interest in the Company is not a U.S. real property interest within the meaning of Code Section 897(c), together with the required notice to the IRS and written authorization for Parent to deliver such statement and notice to the IRS on behalf of the Company upon the Closing; (J) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that upon payment in full of such amount, it will not be owed any other amount by any of the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (K) a legal opinion executed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, unless another date, time or place is agreed to LLP in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange form of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”Exhibit D; (bL) Subject evidence to Parent as to the provisions adoption by the board of directors of the Company of resolutions to terminate the following, or a representation in the certificate referenced in Section 1.2(c)(i)(A) that none of the following exist: (x) any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code; and (y) any group severance, separation or salary continuation Company Employee Plans, programs or arrangements, in each case effective no later than the date immediately preceding the date of this Agreement; (M) either: (x) evidence reasonably satisfactory to Parent that any agreements, at the Closingcontracts or arrangements that may result, the parties shall cause (i) a certificate of merger with respect to the Merger separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) or that would be subject to an excise tax under Section 4999 of the Code have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G, and that such approval has been obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G; (y) in the absence of such stockholder approval, a waiver in form set forth and substance reasonably satisfactory to Parent, duly executed by each Person who might receive any such amount and/or benefit; or (z) confirmation in Part 2.14(c) of the Disclosure Schedule that there are no exceptions to Section 2.14(c); (N) audited financial statements for the year ended December 31, 2015; and (O) agreements in substantially the form attached hereto as Exhibit A hereto E with each holder of a Company Option (the “Certificate of MergerOptionholder Agreements”). (ii) Parent shall deliver to be the Company: (A) the Escrow Agreement, duly executed by Parent; and (B) evidence in form and filed with substance satisfactory to the Secretary Company that the adoption of State this Agreement and the consummation of the State transactions contemplated hereby shall have been duly approved by (1) the board of Delaware (the “Delaware Secretary directors of State”), in accordance with the relevant provisions of the DGCLParent, and (ii2) articles the board of merger with respect directors and sole stockholder of Merger Sub. (iii) Parent shall deliver to the Merger in the form set forth as Exhibit B hereto Key Employees: (the “Articles of Merger”A) to be Employment Agreements duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Timeby Parent.”

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇as soon as reasonably practicable after the satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇by their terms, unless another datecannot be satisfied until the Closing, time but subject to the satisfaction or waiver of such conditions at the Closing); provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business days’ notice to the Company and (b) the final day of the Marketing Period; and provided further, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing Period shall not have occurred before such termination (or the Closing may be consummated at such other place is agreed to in writing by or on such other date as Parent and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at . At the Closing, the parties hereto shall cause (i) the Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto DGCL (the “Articles date and time of Merger”) to be duly executed and filed the filing of the Certificate of Merger with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as the parties may mutually agree to in writing and as shall be is specified in the Certificate of Merger. The date Merger and time when as is agreed to by the Merger shall become effective is herein parties hereto, being hereinafter referred to as the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.”

Closing; Effective Time. (a) The closing consummation of the Merger Mergers (the “Closing”) shall take be held remotely by exchange of documents and signatures (or their electronic counterparts) unless a place at 9:00 a.m.for the Closing to be held in person is agreed to in writing by the parties to this Agreement, Eastern time, no later than on the third (3rd) second Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable LawLegal Requirements, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger Mergers set forth in Article VI (Section 5.1, Section 5.2 and Section 5.3, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those each of such conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place date is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate an articles of merger with respect to the First Merger in form and substance reasonably satisfactory to the form set forth as Exhibit A hereto parties (the “First Certificate of Merger”) and immediately thereafter a certificate of merger or articles of merger, as applicable, with respect to the Second Merger in form and substance reasonably satisfactory to the parties (the “Second Certificate of Merger,” together with the First Certificate of Merger, the “Certificates of Merger”) to be duly executed and filed with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Utah Division of Corporations”) and the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)) and make all other filings or recordings required by the Company, the Acquisition Subs or Parent under the Utah Act, the DGCL and DLLCA in accordance connection with effecting the relevant provisions Mergers. The Mergers shall become effective on the date and at such time as the Certificates of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and are filed with the Secretary Utah Division of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with Corporations and the Delaware Secretary of State State, as applicable, or at such other later time as the parties may be mutually agree agreed to in writing by Parent and as shall be the Company and specified in the Certificate Certificates of Merger. The date and Merger (the time when at which the First Merger shall become becomes effective is herein being referred to in this Agreement as the “First Effective Time” and the time at which the Second Merger becomes effective being referred to in this Agreement as the “Second Effective Time”).”

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m.the offices of Mintz, Eastern timeLevin, Cohn, Ferris, Glovksy and Popeo, P.C. located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as promptly as practicable (but in no event earlier than June 6, 2014 or later than the third (3rd) second Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such conditions), or at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPsuch other time, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or date and place is agreed to in writing by as Parent and the Company; providedCompany may mutually agree in writing, provided that if all the conditions set forth in Section 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and shall take place on the parties first subsequent Business Day on which all such conditions shall cooperate in connection therewithhave been satisfied or waived. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at ” At the Closing, the parties Parties hereto shall cause (i) the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Parent and the Company. The Merger in shall become effective at the form set forth as Exhibit A hereto (time of the “filing of such Certificate of Merger”) to be duly executed and filed Merger with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles Certificate of Merger”) to or at such later time as may be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), specified in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the such Certificate of Merger with the Delaware Secretary consent of State or at such other Parent and the Company (the time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when which the Merger shall become becomes effective is herein being referred to as the “Effective Time”).”

Closing; Effective Time. (a) The closing consummation of the Merger Contemplated Transactions (the “Closing”) shall take place at 9:00 a.m.the offices of ▇▇▇▇▇ Lovells US LLP, Eastern time▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 100, Menlo Park, California, 94025 (or, at Parent’s election, by means of a virtual closing through electronic exchange of signatures) at 8:00 a.m. (California Time) on a Business Day to be mutually agreed by Parent and the Company, which shall be no later than the third (3rd) Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Section 6 and Section 7 (other than those conditions that by their nature set forth in Sections 6.4 and 7.4, which are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such conditions), or at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another datesuch other place, time or place is agreed to in writing by date as Parent and the Company; providedCompany may jointly designate. Notwithstanding anything to the contrary contained in this Section 1.3, that if the Closing would otherwise be required to occur under this Section 1.3 during the last 15 days of any fiscal quarter of Parent, then Parent may occur remotely via electronic exchange elect, by delivering a written notice to the Company at least one Business Day prior to the date on which the Closing would otherwise be required to occur, to delay the Closing until the second Business Day of required Closing documentation in lieu the following fiscal quarter of an in-person Parent. If Parent so elects to delay the Closing, then each of Parent, Merger Sub and the parties shall cooperate Company shall, effective as of the date the Closing would otherwise be required to occur, (a) deliver the certificates required to be delivered pursuant to Sections 6.4 and 7.4, as applicable, and (b) irrevocably waive in connection therewithwriting each of the conditions set forth in Section 6 (other than Section 6.7) and Section 7 (other than Section 7.6), as applicable. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to satisfying the Merger in applicable requirements of the form set forth as Exhibit A hereto (the “Certificate of Merger”) to DGCL shall be duly executed and by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing on the Closing Date, filed with the Secretary of State of the State of Delaware (Delaware. The Merger shall become effective at the “Delaware Secretary of State”), in accordance with the relevant provisions time of the DGCL, and (ii) articles filing of such certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as may be mutually agreed by Parent and the parties may mutually agree to in writing Company and as shall be specified in such certificate of merger (the Certificate of Merger. The date and time when at which the Merger shall become becomes effective is herein being referred to as the “Effective Time”).”

Closing; Effective Time. (ai) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following Subject to the satisfaction or, to the extent permitted hereunder and by applicable Lawhereunder, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger Closing set forth in Article VI VII (other than those to be satisfied at the Closing, but subject to their satisfaction or, to the extent permitted hereunder, waiver at the Closing), the closing of the transactions contemplated by this Agreement (the “Closing”) shall be effected (A) by physical exchange of documentation at the offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or (B) if acceptable to the Parent and the Sole Member, by exchanging true, complete and accurate copies of executed originals via electronic mail or overnight courier service, in either case at 10:00 a.m. local time of such office on a date specified by the Parties that is no later than the third Business Day following the satisfaction, or to the extent permitted hereunder, waiver by the Party entitled to the benefit thereof of the conditions to the Closing set forth in Article VII (other than those conditions that by their nature are to be satisfied and are capable of being satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Lawhereunder, waiver of those all such conditions at the Closing), at in each case unless the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed Parties agree to in writing by Parent and the Company; provided, that effect the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithat any other place. The date on which the Closing actually occurs is referred to in this Agreement herein as the “Closing Date.” (bii) Subject to the provisions of this Agreement, at contemporaneously with or as promptly as practicable after the Closing, the parties shall Company, Parent and Merger Sub will cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) in substantially the form attached hereto as Exhibit A to be duly executed executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, DLLCA and (ii) articles of merger with respect to shall make all other filings or recordings required under the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCADLLCA. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State or at such other later date or time as may be agreed by the parties may mutually agree to Company and Parent in writing and as shall be specified in the Certificate of Merger. The date and Merger in accordance with the DLLCA (the effective time when of the Merger shall become effective is herein being hereinafter referred to as the “Effective Time”).”

Closing; Effective Time. (a) The closing of the Merger (the “"Closing”") shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York ▇▇▇▇▇, at ▇▇:▇▇ & ▇.m., Ne▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇wing the satisfaction or waiver of the conditions set forth in Article V (other than conditions which, unless another dateby their nature, are to be satisfied at the Closing, but subject to the waiver or satisfaction of those conditions), or at such other place, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and date as the parties shall cooperate in connection therewithmay agree. The "Closing Date" shall be the date on upon which the Closing actually occurs is referred to in this Agreement as the “Closing Dateoccurs.” (b) Subject to On the provisions of this AgreementClosing Date, at MergerCo and the Closing, Company will cause the parties shall cause (i) a appropriate certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “"Certificate of Merger”") to be duly executed and filed with the Secretary of State of the State of Delaware (the “"Delaware Secretary of State”), ") in accordance with the relevant provisions such form and executed as provided in Section 251(c) of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall will become effective upon at the filing of time when the Certificate of Merger has been duly filed with the Delaware Secretary of State State, or at such other later time as the parties may mutually agree to in writing and as shall be specified in the Certificate of MergerMerger (the "Effective Time"). (c) Subject to the terms and conditions of this Agreement, at the Closing prior to the Effective Time, Parent shall cause to be paid to the Company by wire transfer of immediately available funds, an amount necessary to satisfy the payments set forth below (based on the amounts set forth in a certificate delivered by the Company as provided in the last paragraph of this Section 1.2(c)): (i) immediately prior to the Effective Time, the Company shall pay, in each case, by wire transfer of immediately available funds, amounts sufficient to repay in full in cash all outstanding principal, interest and all other amounts due, and to satisfy or defease the obligations of the Company and its Subsidiaries in respect of the Credit Agreements, the Company Notes, and the Other Specified Financing Agreements (in each case other than any securities that have been purchased by the Parent or an affiliate of Parent and other than such Other Specified Financing Agreements as Parent has elected to not satisfy or defease as of the Effective Time) in accordance with Section 1.6 hereof and the Company will take such other steps as may be necessary to cause the satisfaction or defeasance of all such obligations thereunder; (ii) at the Effective Time, the Company shall pay in cash, by wire transfer of immediately available funds, any payments due under the Management Cash Incentive Plan and the Transaction Expenses; (iii) at the Effective Time, the Company shall deposit or cause to be deposited with the Paying Agent (for the benefit of holders of Company Options) an amount in cash equal to the aggregate amount of Option Cancellation Payments, if any; (iv) at the Effective Time, the Company shall deposit or cause to be deposited with the Paying Agent (for the benefit of the holders of Company Warrants) an amount in cash equal to (x) the excess, if any, of the Per Share Merger Consideration over the Exercise Price per share of each Company Warrant, multiplied by (y) the number of shares of Company Stock covered by such Company Warrant immediately prior to the Effective Time; (v) at the Effective Time, the Company shall deposit or cause to be deposited with the Paying Agent (for the benefit of holders of Company Stock) an amount equal to $9.32 per share (the "Per Share Merger Consideration") multiplied by the number of shares of issued and outstanding Company Stock. In order to facilitate the payments contemplated by this Section 1.2(c), the Company will deliver to Parent and to MergerCo not less than three Business Days prior to the anticipated Closing Date a statement (the "Consideration Certificate"), certified by the chief financial officer of the Company, that will set forth: (1) the aggregate amount payable to each lender under the Credit Agreements, the Company Notes, and the Other Specified Financing Agreements pursuant to Section 1.2(c)(i), (2) the Transaction Expenses and the amount payable in respect of the Management Cash Incentive Plan payable pursuant to Section 1.2(c)(ii), (3) the aggregate Option Cancellation Payment payable to the Paying Agent (for the benefit of the holders of Company Options) pursuant to Section 1.2(c)(iii), and (4) the aggregate amounts payable to the Paying Agent (for the benefit of holders of the Company Warrants) pursuant to Section 1.2(c)(iv). The Consideration Certificate shall also set forth the wire transfer or other payment instructions with respect to the payments to be made pursuant to Sections 1.2(c)(i) and (ii). All of the calculations and amounts set forth in the Consideration Certificate shall be deemed to be conclusive and binding on the parties absent manifest error; provided, that the Company shall provide Parent with reasonable documentation in support of the amounts set forth on the Consideration Certificate as requested by Parent. The Company represents and warrants to Parent that each of the amounts set forth on Schedule 1.2(c)(i) and Schedule 1.2(c)(ii) of the Disclosure Letter represent true, complete and correct estimates, as of the date set forth on such Schedule or, if no date is specified, as of the date of this Agreement, of the corresponding amounts to be set forth on the Consideration Certificate, and time when that each of the Merger shall become effective amounts set forth on Schedules 1.2(c)(iii) and 1.2(c)(iv) of the Disclosure Letter represents a true, complete and correct calculations of the corresponding amounts to be set forth on the Consideration Certificate. The estimates made in Schedule 1.2(c)(ii) of the Disclosure Letter have been made based upon the Company's good faith and are believed by the Company to be reasonable and accurate as of the date of this Agreement. There is herein referred no written or oral contract or arrangement between the Company and any other Person which served or should serve as a basis for Schedule 1.2(c) of the Disclosure Letter that is not set forth therein. It is understood that the actual amounts set forth on the Consideration Certificate with respect to the items set forth on Schedule 1.2(c)(i) of the Disclosure Letter (solely with respect to interest amounts accrued as of the “Effective Time) and 1.2(c)(ii) of the Disclosure Letter are expected to differ from the estimates set forth on such Schedule.” (d) Subject to the terms and conditions of this Agreement, at and in connection with the Closing: (i) as soon as practicable after the Effective Time, the Paying Agent shall deliver to each holder of Company Stock who, in accordance with Section 1.10(b), has delivered to the Paying Agent a duly executed Letter of Transmittal and surrendered the applicable Certificate or Certificates an aggregate amount in cash equal to the product of the number of shares represented by such Certificate or Certificates and the applicable Per Share Merger Consideration, without interest thereon; (ii) immediately after the Effective Time, the Surviving Corporation shall issue to its direct parent company a stock certificate or certificates representing that number of shares of Surviving Corporation Common Stock equal to the number of all outstanding shares of MergerCo Common Stock in exchange for the certificate or certificates which formerly represented all outstanding shares of MergerCo Common Stock, which shall be canceled and converted pursuant to Section 1.3(c);

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m.As promptly as practicable, Eastern time, but in no event later than the third (3rd) Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of all of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI 8 (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those such conditions at the Closing), at the offices Transactions shall be consummated (the “Closing”) remotely by electronic exchange of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPexecuted documents, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another dateor in such other manner, time or place is agreed to in writing by Parent and as the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties Parties shall cooperate in connection therewithmutually agree. The date on which the Closing actually occurs is referred to in this Agreement herein as the “Closing Date”.” (b) Subject As soon as practicable after the determination of the date on which the Closing is to take place in accordance with Section 2.2(a), each of Check-Cap and Merger Sub shall (and Nobul shall cause Merger Sub to), in coordination with each other, deliver to the provisions Registrar of Companies of the State of Israel (the “Israeli Registrar”) a notice (i) informing the Israeli Registrar that all conditions to the Merger under the ICL and this Agreement, Agreement (other than those conditions that by their nature are to be satisfied at the Closing, ) have been met (together with any other documentation required to be submitted to the parties Israeli Registrar) and (ii) setting forth the proposed date on which the Merger shall cause (i) become effective and on which the Israeli Registrar shall be requested to issue a certificate of merger with respect to evidencing the Israeli Merger in accordance with Section 323(5) of the form set forth as Exhibit A hereto ICL (the “Certificate of Israeli Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing issuance by the Israeli Registrar of the Certificate of Merger in accordance with Section 323(5) of the Delaware Secretary of State or ICL (the time at such other time which the Merger becomes effective is referred to herein as the parties may mutually agree to in writing and as “Merger Effective Time”). For the avoidance of doubt, it is the intention of the Parties that the Merger shall be specified in declared effective, and that the issuance by the Israeli Registrar of the Certificate of Merger. The date and time when Israeli Merger in accordance with Section 323(5) of the Merger ICL shall become effective is herein referred to as occur, both on the “Effective TimeClosing Date.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇Bass, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPPLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another dateat 10:00 a.m. (central) (i) except as provided in (A) and (B) below, time on the date which is two (2) Business Days after the date on which all of the closing conditions set forth in Article VII hereof have been satisfied or place is agreed waived (other than those conditions that, by their nature or terms, can only be satisfied by actions taken at Closing, but subject to in writing by Parent and the Companysatisfaction or waiver of such conditions); provided, that however, (A) except as provided in subsection (B) below, if such conditions are satisfied or waived (other than those conditions that, by their nature or terms, can only be satisfied by actions taken at Closing, but subject to the satisfaction or waiver of such conditions) on or after the 25th day of a calendar month, then the Closing may occur remotely via electronic exchange shall take place on the first Business Day of required Closing documentation in lieu of an in-person the following month and (B) if such conditions are satisfied or waived (other than those conditions that, by their nature or terms, can only be satisfied by actions taken at Closing, but subject to the satisfaction or waiver of such conditions) during the last calendar month of a calendar quarter, then the Closing shall take place on the first Business Day of the following month; or (ii) such other place and time as Evolent and the parties Securityholders’ Representative shall cooperate in connection therewith. The agree (the date on which the Closing actually occurs is referred to in this Agreement as occurs, the “Closing Date”).” (b) Subject to the provisions of this Agreement, at At the Closing, the parties to this Agreement shall cause (i) the Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and DLLCA. The Merger shall become effective upon the time the Certificate of Merger is duly executed and filed with the Secretary of State of the State of Delaware Delaware, or such later time as shall be agreed by Evolent and the Securityholders’ Representative and specified in such filing in accordance with applicable Legal Requirements (the “Delaware Secretary of StateEffective Time”), in accordance with the relevant provisions . Within ten (10) Business Days of the DGCLdate hereof, and (ii) articles of merger with respect to Valence Parent shall cause the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) Charter Amendment to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective TimeDelaware.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third as soon as reasonably practicable (3rdand in any event within ten (10) Business Day following Days) after the satisfaction or, or waiver (by the party entitled to the extent permitted hereunder and by applicable Law, waiver waive such conditions) of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇ ▇▇▇▇, ▇▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇5 Queens Road Central, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Hong Kong, unless another dateplace, date or time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithhereto. The date on upon which the Closing actually occurs is herein referred to in this Agreement as the “Closing Date.” (b) Subject to ” On the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause the Merger to be consummated by executing (ior in the case of Parent, causing to be executed by Merger Sub) and filing a plan of merger in substantially the form attached hereto as Exhibit A (with such changes as Parent may specify consistent with this Agreement to reflect the formation of Merger Sub as the “Merging Company” under the Plan of Merger as contemplated by Section 2.3) (the “Plan of Merger”), a certificate of merger good standing, a director’s declaration for each of Merger Sub and the Company and any other required certificates and documents with respect to the Registrar of Companies of the Cayman Islands (the “Registrar”). The Merger in shall become effective upon the form set forth as Exhibit A hereto registration of the Plan of Merger by the Registrar (the “Effective Time”), which shall be evidenced by the issue by the Registrar of the Certificate of Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State in respect of the State of Delaware (Merger. If the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect Registrar requires any changes to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate Plan of Merger with the Delaware Secretary of State as a condition to registration or at such other time as the parties may mutually agree to in writing and as shall be specified in issuing the Certificate of Merger. The date , Parent, Merger Sub and time when the Merger Company shall become effective is herein referred mutually cooperate to as execute any necessary revisions incorporating such changes; provided that such changes are not inconsistent with, and do not result in any material change in, the “Effective Timeterms of this Agreement.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m.the offices of H▇▇▇▇▇, Eastern F▇▇ & N▇▇▇▇▇ in Tel Aviv, Israel, at 10:00 a.m. (local time) on a date to be mutually designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day following after the later to occur of (a) the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Sections 7 and 7.11 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction oror waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the extent permitted hereunder Companies Registrar, and (c) the 30th day after the approval of the Merger by applicable Law, waiver the shareholders of those conditions at the Company and Merger Sub. Promptly after the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPMerger Sub, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and coordination with the Company; provided, shall deliver to the Companies Registrar a notice (the “Merger Sub Notice”) in the form required by the Companies Registrar informing the Companies Registrar that (y) the Merger was approved by the general meeting of Merger Sub, and (z) no notice was given to the creditors of Merger Sub in accordance with Section 318 of the Israeli Companies Law because Merger Sub has no creditors and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of the Israeli Companies Law after notice that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto has occurred (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateMerger Certificate”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing issuance by the Companies Registrar, after the Closing, of the Merger Certificate in accordance with Section 323(5) of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as Israeli Companies Law (the “Effective Time”).”

Closing; Effective Time. (a) The Unless this Agreement shall have been validly terminated in accordance with Article VII, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation and deliverables in lieu of an in-person ClosingClosing at 10:00 a.m., and New York time, on the last Business Day of the calendar month during which the conditions to the obligations of the parties set forth in Article VI are satisfied or waived (other than such conditions as may, by their nature, only be satisfied at the Closing or on the Closing Date, subject to their satisfaction or written waiver (where permissible)), or at such other place or at such other time or on such other date as the parties may mutually agree upon in writing; provided that, if such conditions (other than those conditions as may, by their nature, only be satisfied at the Closing or on the Closing Date, subject to their satisfaction or written waiver (where permissible)) are satisfied or waived on the date that is one of the last [***] Business Days of a given calendar month, then the Closing shall cooperate take place on the [***] Business Day after the conditions to the obligations of the parties set forth in connection therewithArticle VI are satisfied or waived (other than such conditions as may, by their nature, only be satisfied at the Closing or on the Closing Date, subject to their satisfaction or written waiver (where permissible)). The date day on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to As soon as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties (other than the Shareholders’ Agent) shall cause (i) a certificate plan of merger with respect to the Merger merger, substantially in the form set forth attached hereto as Exhibit A hereto D (the “Certificate Plan of Merger”) ), and other documents required under the Cayman Companies Law to effect the Merger, to be duly executed and filed with the Secretary Registrar of State Companies of the State of Delaware (the “Delaware Secretary of State”), Cayman Islands in accordance with the relevant provisions Section 233 of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCACayman Companies Law. The Merger shall become effective upon at the filing time when the Plan of Merger is registered by the Registrar of Companies of the Certificate of Merger with Cayman Islands or such later time on the Delaware Secretary of State or at such other time Closing Date as the parties may mutually shall agree to in writing and as shall be specified in the Certificate Plan of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") shall will take place at 9:00 10:00 a.m., Eastern New York time, as soon as practicable, but in no event later than the third (3rd) fifth Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VII (other than those excluding conditions that that, by their nature are to terms, cannot be satisfied at until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingconditions), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Four Times Square, ▇▇▇▇▇ ▇▇▇▇New York, ▇▇▇▇▇▇▇New York; provided, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇however, unless another datethat notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, time (i) Parent and Merger Sub will not be required to effect the Closing until the earlier to occur of (a) a date during the Marketing Period specified by Parent on at least three Business Days' notice to the Company and (b) the final day of the Marketing Period and (ii) the Company shall not be required to effect the Closing without at least three Business Days' notice specified by Parent (or the Closing may take place is agreed to in writing by at such other place or at such other date as Parent and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmutually agree). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “"Closing Date.” (b) Subject ". Prior to the provisions of this Agreement, at the Closing, Parent shall prepare and on the parties Closing Date the Surviving Corporation shall cause (i) the Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “"Certificate of Merger”") to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto DGCL (the “Articles date and time of Merger”) to be duly executed and filed the filing of the Certificate of Merger with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as the parties may mutually agree to in writing and as shall be is specified in the Certificate of Merger. The date Merger and time when as is agreed to by the Merger shall become effective is herein referred to as parties hereto, being the “"Effective Time") and the parties hereto shall make all other filings or recordings required under the DGCL in connection with the Merger.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m.the offices of ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇ in Tel Aviv, Eastern Israel, at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day following after the later to occur of (a) the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions or, to the parties’ respective obligations to effect extent permitted by Law, waiver of the Merger conditions set forth in Article VI Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction oror waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the extent permitted hereunder and Companies Registrar, or (c) the 30th day after the approval of the Merger by applicable Law, waiver the shareholders of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; providedprovided that, in the event that the Closing may occur remotely via electronic exchange would otherwise be within the ten Business Day period prior to the closing of required Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing documentation in lieu until the open of an in-person Closingbusiness on the first Business Day of the immediately succeeding fiscal quarter (the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the parties condition set forth in Section 7.7 shall cooperate in connection therewithbe deemed satisfied and waived by Parent for all purposes. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at Promptly after the Closing, Merger Sub and the parties Company shall cause deliver to the Companies Registrar a notice (ithe “Merger Sub Notice”) informing the Companies Registrar of the Merger and the proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”accordance with Section 323(5) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCAIsraeli Companies Law. The Merger shall become effective upon the filing issuance by the Companies Registrar, after the Closing, of the Merger Certificate in accordance with Section 323(5) of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as Israeli Companies Law (the “Effective Time”).”

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section ‎9.1, and subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in Sections ‎6, ‎7 and ‎8, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, remotely as promptly as practicable (but in no event later than the third (3rd) second Business Day following the satisfaction or, or waiver by such party entitled to the extent permitted hereunder and by applicable Law, waiver waive such condition of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (Sections ‎6, ‎7 and ‎8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such conditions), or at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPsuch other time, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or date and place is agreed to in writing by as Parent and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation mutually agree in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” ” As soon as practicable after the determination of the Closing Date in accordance with this Section ‎1.3, each of the Company and Merger Sub shall (b) Subject and Parent shall cause Merger Sub to), in coordination with each other, deliver to the provisions Registrar of this AgreementCompanies of the State of Israel (the “Companies Registrar”), at a notice of the proposed date of the Closing, in which notice the parties shall cause (i) request that the Companies Registrar issue a certificate of merger with respect to evidencing the Merger in accordance with Section 323(5) of the form set forth as Exhibit A hereto Companies Law (the “Certificate of Merger”) on the date that the Parties shall provide further notice to be duly executed and filed with the Secretary of State of Companies Registrar that the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCLClosing has occurred, and (ii) articles of merger with respect the Parties shall deliver such further notice to the Merger in Companies Registrar on the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCAClosing Date. The Merger shall become effective upon the filing issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Delaware Secretary of State or Companies Law (the time at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when which the Merger shall become becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.”

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated in accordance with Article XI, the closing of the Merger (the “Closing”) shall take be deemed to have taken place at 9:00 a.m., Eastern time, the office of Concord & Sage P.C. on a date no later than the third ten (3rd10) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of all the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (IX, or at such other than those conditions that by their nature are to be satisfied at place and time as the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent Company and the Company; provided, that Purchaser Parties may mutually agree upon. The parties may participate in the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmeans. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at . At the Closing, the parties Merger Sub and the Company shall cause (i) execute a certificate plan of merger with respect to the Merger substantially in the form set forth attached hereto as Exhibit A hereto Annex 2 (the “Certificate Plan of Merger”) and other documents as required by the Cayman Companies Act, and the parties hereto shall cause the Merger to be duly executed consummated by filing the Plan of Merger (and filed other documents required by the Cayman Companies Act) with the Secretary Registrar of State of Companies in the State of Delaware (Cayman Islands on the “Delaware Secretary of State”), same day as the Closing Date in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto Cayman Companies Act (the “Articles time of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as filings being the “Effective Time”). At the Closing, the Purchaser shall file a copy of the Purchaser Shareholders’ Approval (and other documents required by the Cayman Companies Act) with the Registrar of Companies in the Cayman Islands on the same day as the Closing Date and (i) apply for a change of name from “Future Vision II Acquisition Corp.” to “MicroTouch Inc.” or other names as the Company determines, subject to confirmation and approval of the Registrar of Companies in the Cayman Islands, (ii) file the amended and restated memorandum and articles of association of the Purchaser amended in accordance with Section 2.5(b) and (iii) make the necessary update to the register of directors and officers of the Purchaser reflecting the appointment and/or removal of the directors and officers of the Purchaser in accordance with Section 2.4.”

Closing; Effective Time. (a) The closing of the Blocker Merger (“Blocker Merger Closing”), the closing of the MDH Merger (the “MDH Merger Closing”) and the closing of the other Transactions (together with the Blocker Merger Closing and the MDH Merger Closing, the “Closing”) shall take place by conference call and by exchange of signature pages by email or other electronic transmission at 9:00 a.m., a.m. Eastern time, no later than Time on (i) the third (3rd) Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI XII have been satisfied, or, if permissible, waived by the Party entitled to the benefit of the same (other than those conditions that which by their nature terms are required to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at such conditions) or (ii) such other date and time as the Closing), at Parties mutually agree (the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on upon which the Closing actually occurs is referred to in this Agreement as occurs, the “Closing Date”).” (b) Subject to On the provisions of this Agreement, at the ClosingClosing Date, the parties Parties shall cause (i) the Blocker Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Blocker Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, Section 251 of the DGCL (the date and time of acceptance by the Secretary of State of the State of Delaware of the filing, or, if another date and time is specified in the filing, such specified date and time, being the “Blocker Effective Time”). (c) On the Closing Date, and immediately after the Blocker Merger Closing, the Parties shall cause the MDH Merger to be consummated by filing a certificate of merger (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles MDH Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee Delaware, in such form as required by, and executed in accordance with, Section 251 of the DGCL (the “Tennessee Secretary date and time of State”), in accordance with acceptance by the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at of the State of Delaware of the last of such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The filing, or, if another date and time when the Merger shall become effective is herein referred to as specified in such filing, such specified date and time, being the “Effective Time”).”

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated pursuant to Section 9.1 hereof, the closing of the First Step Merger (the “Closing”) shall will take place at 9:00 a.m.as promptly as practicable after the execution and delivery hereof by the parties hereto, Eastern time, no later than the third (3rd) Business Day and following the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing)ARTICLE VII hereof, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ Professional Corporation, 900 South Capital of Texas Highway, Las Cimas IV, ▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is mutually agreed to upon in writing by Parent and the Company; providedprovided that, that any party hereto may participate remotely in the Closing may by electronic delivery of documents and/or funds. If any of the conditions set forth in ARTICLE VII are not satisfied or waived at the time the Closing is to occur remotely via electronic exchange pursuant to this Section 2.2, Parent or the Company may, by notice to the other, adjourn the Closing to a date specified in that notice (but not later than the earlier of required Closing documentation (a) the second Business Day after the conditions set forth in lieu of an in-person Closing, ARTICLE VII have been so satisfied or waived and (b) the parties shall cooperate in connection therewithTermination Date). The date on upon which the Closing actually occurs is shall be referred to in this Agreement herein as the “Closing Date.” (b) Subject to ” On the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause (i) the First Step Merger to be consummated by filing a certificate Certificate of merger with respect to the Merger in substantially the form set forth attached hereto as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed F-1, with the Secretary of State of the State of Delaware (the “Delaware Secretary Certificate of StateMerger”), in accordance with the relevant applicable provisions of the DGCLDGCL (the time of the acceptance of such filing by the Secretary of State of the State of Delaware shall be referred to herein as the “Effective Time”). As soon as practicable after the Effective Time, and and, in any event within thirty (ii30) articles days thereafter, Parent shall cause the Second Step Merger to be consummated by filing a Certificate of merger with respect to the Merger in substantially the form set forth attached hereto as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed F-2 with the Secretary of State of the State of Tennessee Delaware (the “Tennessee Secretary Second Step Certificate of StateMerger”), ) in accordance with the relevant applicable provisions of the TBCA. The Merger shall become effective upon DGCL and the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective TimeLLC Act.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇Godward LLP, Five Palo Alto Square, ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed at 10:00 a.m. on a date to in writing be designated by Parent (the "Closing Date"), which shall be no later than the third business day after the satisfaction or waiver of the latest to occur of the conditions set forth in Sections 6 and 7 (other than those conditions that by their nature are to be fulfilled at the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and but subject to the parties shall cooperate in connection therewithsatisfaction or waiver of such conditions). The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) an agreement of merger satisfying the applicable requirements of the California General Corporation Law (the "California Agreement of Merger") shall be duly executed by Merger Sub and by the Company as the Surviving Corporation and simultaneously with or as soon as practicable following the Closing delivered to the Secretary of the State of California for filing, along with appropriate certificates of the officers of Merger Sub and the Company ("Officers' Certificates"), and (ii) a certificate of merger with respect to satisfying the Merger in applicable requirements of the form set forth as Exhibit A hereto Delaware General Corporation Law (the “"Delaware Certificate of Merger”") to shall be duly executed by the Company and filed simultaneously with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the latest of: (a) the date and time of the filing of the California Agreement of Merger and the Officers' Certificates with the Secretary of State of the State of Delaware California, (b) the “Delaware Secretary of State”), in accordance with the relevant provisions date and time of the DGCL, and (ii) articles filing of merger with respect to the Delaware Certificate of Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee Delaware, or (c) such other date and time as may be specified in the “Tennessee Secretary California Agreement of State”), in accordance with Merger or the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Delaware Certificate of Merger with the Delaware Secretary consent of State or at such other time as Parent (the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “"Effective Time").”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m.be conducted electronically with exchange of executed documents via telefax, Eastern time, no later than the third email or similar means (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and followed by applicable Law, waiver mutual exchange of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closingoriginal executed documents), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, such other manner or form that the Closing parties may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmutually agree upon. The date on which of the Closing actually occurs is referred to in this Agreement as hereinafter called the “Closing 1. Date” and shall be effective for all purposes herein as of 11:59 p.m. eastern standard time on the Closing Date.” (b) Subject to the provisions of this Agreement, at . Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause (i) a certificate of merger with respect to the Merger to be consummated by filing the Certificate of Merger (or like instrument), in the form set forth attached hereto as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto C (the “Articles of Merger”) to be duly executed and filed ), with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, in accordance with the relevant applicable provisions of Delaware General Corporation Law (the TBCA. The Merger shall become effective upon time of acceptance by the filing Secretary of the Certificate State of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as filing shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to herein as the “Effective Time”). (b) At the Closing: (i) each of the Stockholders identified on Schedule 1.3(b)(i) (the “Key Stockholders”) shall execute and deliver to the Parent and the Surviving Corporation, a Non-Competition Agreement in the form of Exhibit 1.3(b)(i)(a) attached hereto and each of the other Designated Stockholders shall execute and deliver to the Parent and the Surviving Corporation, a Non-Solicitation Agreement in the form of Exhibit 1.3(b)(i)(b) attached hereto; (ii) the Company and the Designated Agent shall execute and deliver to the Parent and the Surviving Corporation, the Escrow Agreement in substantially the same form of Exhibit 1.6(b) attached hereto; (iii) the Company and the Designated Agent shall execute and deliver to the Parent and the Surviving Corporation, the Microsoft Escrow Agreement in substantially the form of Exhibit 1.3(b)(iii) attached hereto; (iv) the Company the Designated Agent shall execute and deliver to the Parent and the Surviving Corporation, the Earnout Agreement in substantially the form of Exhibit 1.6(c) attached hereto; (v) each of the employees of the Company identified on Schedule 1.3(b)(v) (the “Key Employees”) shall execute and deliver to the Parent and the Surviving Corporation, a Non-Competition Agreement in the form of Exhibit 1.3(b)(v) attached hereto; (vi) the Company shall execute and deliver to the Parent and the Surviving Corporation a certificate (the “Closing Certificate”) setting forth the Company’s representations and warranties that: (A) each of the representations and warranties made by the Company was accurate in all respects as of the date of this Agreement (except as may be updated or amended in accordance with this Agreement), (B) except as expressly set forth in the Closing Certificate, each of the representations and warranties made by the Company in this Agreement (except as may be updated or amended in accordance with this Agreement) is accurate in all respects as of the Closing Date as if made on the Closing Date, and (C) each of the covenants, conditions and obligations that the Company are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; (vii) each of the Stockholders, and any individual employees or shareholders thereof, shall resign from their positions as directors and officers of the Company; (viii) the Company shall have executed and delivered the Articles of Merger, and such other documents, instruments and certificates deemed necessary by the Parent or the Merger Sub to consummate the Merger; and (ix) the Company shall have executed and delivered a Cash Exchange Agreement with Computershare Trust Company, N.A. in substantially the same form as Exhibit 1.3(b)(ix) attached hereto (the “Exchange Agent Agreement”).

Closing; Effective Time. (a) The Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m.the offices of Akin Gump Strauss Hauer & Feld LLP, Eastern timeOne Bryant Par▇, no later than ▇▇▇ Y▇▇▇, New ▇▇▇k 1003▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇. (▇▇▇▇▇▇▇▇▇▇ ▇▇stern Time) on the third date which is three (3rd3) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of date on which all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI 8 of this Agreement shall have been satisfied or waived (to the extent legally permissible) by the appropriate party (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or, or waiver (to the extent permitted hereunder and by applicable Law, waiver legally permissible) of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, conditions) or such other time or and place is agreed to in writing by Parent as Acquiror and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions satisfaction or waiver (to the extent legally permissible) by the appropriate party of all of the conditions set forth in Article 8 of this Agreement, at and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub and the Closing, the parties Company shall cause (i) file a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCADLLCA. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date or time as Parent and the parties may mutually Company shall agree to in writing and as shall be specified specify in the Certificate of Merger. The date and Merger (the time when the Merger shall become becomes effective is herein being referred to as the “Effective Time”); provided, that, notwithstanding the Effective Time set forth in the Certificate of Merger or the time the Closing occurs on the Closing Date, for tax and accounting purposes relating to business operations (but not the items described in Section 7.2(e)), the Closing shall be deemed to have occurred at 12:01 a.m. (prevailing Eastern Time) on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.”

Closing; Effective Time. (a) The closing consummation of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ Fenwick & ▇▇▇▇▇▇▇ West LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of documents), unless another dateas promptly as practicable, but in any event no later than the third Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last of the conditions set forth in Article V to be so satisfied or waived (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), or at such other location, date and time or place is as agreed to in writing by Parent and the Company; providedprovided that, notwithstanding the forgoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article V (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (if permitted hereunder) of such conditions at the Closing), the Closing shall occur instead on the earlier of (a) the third Business Day immediately following the final day of the Marketing Period and (b) any Business Day during the Marketing Period as may occur remotely via electronic exchange be specified by Parent on no less than three Business Days’ prior written notice to the Company (subject, in the case of required Closing documentation each of clause (a) and (b), to the satisfaction or waiver (to the extent permitted under applicable Law) of all of the conditions set forth in lieu of an in-person Article V, except for any conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, and but subject to the parties shall cooperate in connection therewithsatisfaction or waiver (if permitted hereunder) of such conditions at the Closing). The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject ” Under the terms and subject to the provisions conditions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to that the Merger in Parties shall agree satisfies the form set forth as Exhibit A hereto applicable requirements of the DGCL (the “Certificate of Merger”) to shall be duly executed by the relevant Parties thereto and shall be filed with the Secretary of State of the State of Delaware (concurrently with, or as soon as practicable following, the “Delaware Secretary of State”)Closing, and the Parties shall make all other deliveries, filings or recordings required by the DGCL in accordance connection with the relevant provisions Merger. The Merger shall become effective at the time of the DGCL, and (ii) articles filing of merger with respect to the Certificate of Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as may be agreed by Parent and the parties may mutually agree to in writing Company and as shall be specified in the Certificate of Merger. The date and Merger (the time when at which the Merger shall become becomes effective is herein being referred to as the “Effective Time”).”

Closing; Effective Time. (a) The Unless the transactions contemplated hereby shall have been abandoned and this Agreement terminated pursuant to Section 8.1, the closing of the Merger Mergers and the other transactions contemplated hereby (the “Closing”) shall take place at 9:00 10:00 a.m., Eastern time, at the offices of ▇▇▇▇▇▇ LLP, 500 Boylston Street, 14th Floor, Boston, Massachusetts, on a date and time to be designated jointly by ▇▇▇▇▇▇▇ and NetScout, which shall be no later than the third (3rd) Business Day following second business day after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Sections 6 and 7 (other than those conditions that the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such conditions), or at the offices of ▇▇▇▇▇▇ & such other date, time or place as NetScout and ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmutually agree. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to satisfying the Merger in applicable requirements of the form set forth as Exhibit A hereto (DGCL and the “Certificate of Merger”) to DLLCA shall be duly executed by Newco and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware (Delaware. The First Merger shall become effective at the “Delaware Secretary of State”), in accordance with the relevant provisions time of the DGCL, and (ii) articles filing of such certificate of merger with respect the Secretary of State of the State of Delaware or at such later time as may be designated jointly by ▇▇▇▇▇▇▇ and NetScout and specified in such certificate of merger (the time as of which the First Merger becomes effective being referred to as the “Effective Time”). Subject to the Merger in provisions of this Agreement, a second certificate of merger satisfying the form set forth as Exhibit B hereto (applicable requirements of the “Articles of Merger”) to DLLCA shall be duly executed by Merger Sub II and as soon as practicable following the Effective Time shall be filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCADelaware. The Second Merger shall become effective upon at the time of filing of the Certificate such certificate of Merger merger with the Delaware Secretary of State of the State of Delaware or at such other later time as the parties may mutually agree to in writing be designated by ▇▇▇▇▇▇▇ and as shall be NetScout and specified in such certificate of merger (the Certificate time as of Merger. The date and time when which the Second Merger shall become becomes effective is herein being referred to as the “Second Merger Effective Time”).”

Closing; Effective Time. (a) The In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger Mergers (the “Closing”) shall take place at 9:00 a.m.the offices of Skadden, Eastern Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time, no later than ) on the third date which is three (3rd3) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of first date on which all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI X shall have been satisfied or waived (other than those conditions that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder or waiver thereof) or such other time and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent as Acquiror and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation mutually agree in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.” (b) Subject to the provisions satisfaction or waiver of all of the conditions set forth in Article X of this Agreement, at the Closingand provided this Agreement has not theretofore been terminated pursuant to its terms, the parties Blockers, Acquiror and the Blocker Merger Subs shall cause (i) a certificate the First Step Blocker Mergers to be consummated simultaneously by filing certificates of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant applicable provisions of the DLLCA and the DGCL, as applicable. The First Step Blocker Mergers shall become effective at such date and (ii) articles time to be specified in the filings of each such certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee Delaware, with the agreement of the applicable Blocker and Blocker Merger Sub, subject to the consent of Acquiror and the Company (the latest of such effective times, the “Tennessee First Step Blocker Effective Time”). (c) Promptly following the First Step Blocker Effective Time, Acquiror, Blocker Sub and each of the First Step Blocker Surviving Entities shall cause the Second Step Blocker Mergers to be consummated simultaneously by filing certificates of merger with the Secretary of State”), State of the State of Delaware in accordance with the relevant applicable provisions of the TBCADLLCA and the DGCL, as applicable. The Second Step Blocker Mergers shall become effective at such date and time to be specified in the filings of each such certificate of merger with the Secretary of State of the State of Delaware, with the agreement of the applicable First Step Blocker Surviving Entity and Blocker Sub, subject to the consent of the Company (such effective time, the “Second Step Blocker Effective Time”). (d) Promptly following the Second Step Blocker Effective Time, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate to be executed and duly submitted for filing with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA. The Company Merger shall become effective upon at the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by Acquiror and the Company in writing and specified in each of the Merger Certificate (the “Effective Time”).” (e) Promptly following the Effective Time, Acquiror shall cause the payment of the Cash Contribution to the Surviving Company as a capital contribution in respect of the Wheels Up Acquiror Initial Held Interests. (f) The Closing, the First Step Blocker Effective Time, the Second Step Blocker Effective Time, the Effective Time and the Cash Contribution shall occur after the completion of the Domestication.

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Eastern time, be conducted remotely via the electronic exchange of documents and signatures no later than the third five (3rd5) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, such conditions) or on such other date and time or place is as mutually agreed to in writing upon by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is held is herein referred to in this Agreement as the “Closing Date.” (b) Subject On the Closing Date and subject to the provisions terms of this Agreement, at the Closing, the parties Company and Merger Sub shall cause (i) execute a certificate of merger with respect in a form mutually acceptable to Parent and the Merger in the form set forth as Exhibit A hereto Company (the “Certificate of Merger”) to be duly executed and filed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware (the time as of which the Merger becomes effective being referred to as the “Delaware Secretary of StateEffective Time”). (c) Immediately following the Effective Time, in accordance with Parent shall cause the relevant provisions of the DGCL, and (ii) articles Subsequent Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, in such form as is required by, and executed in accordance with with, the relevant provisions of the TBCA. The DGCL and the DLLCA, and the Subsequent Merger shall become effective upon the such filing of the Certificate such certificate of Merger merger with the Delaware Secretary of State of the State of Delaware. (d) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or at such other time any stockholder of the Company: (i) except as provided in clauses “(iii)” and “(iv)” below, each share of Company Common Stock (after giving effect to the parties may mutually agree Preferred Stock Conversion) outstanding immediately prior to in writing and as the Effective Time that is not a Dissenting Share shall be specified converted into the right to receive the Closing Common Per Share Merger Consideration and the Additional Per Share Merger Consideration, if any, and such share of Company Common Stock after such conversion shall automatically be canceled and retired and shall cease to exist; (ii) each share of the common stock, $0.01 par value, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, $0.01 par value, of the Initial Surviving Corporation and such shares, as converted, shall constitute the only outstanding shares of capital stock of the Initial Surviving Corporation; (iii) each share of Company Capital Stock held by the Company (or held in the Certificate Company’s treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor; and (iv) each share of Company Capital Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time, shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (e) At the effective time of the Subsequent Merger. The date , by virtue of the Subsequent Merger and without any further action on the part of the Initial Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Initial Surviving Corporation, Parent or Sister Subsidiary, each share of common stock, par value $0.01 per share, of the Initial Surviving Corporation issued and outstanding immediately prior to the effective time when of the Subsequent Merger shall become continue as one limited liability company interest of the Final Surviving Entity, which shall constitute the only outstanding equity of the Final Surviving Entity. At the effective is herein referred time of the Subsequent Merger, any other equity of the Sister Subsidiary shall automatically be canceled and retired and shall cease to as the “Effective Timebe outstanding, and no consideration shall be delivered or deliverable in exchange therefor.”

Closing; Effective Time. (a) The closing of the Blocker Merger (the “Blocker Merger Closing”), the closing of the Buyer Merger (the “Buyer Merger Closing”), the closing of the Company Merger (the “Company Merger Closing”) and the closing of the other transactions contemplated hereby (together with the Blocker Merger Closing, the Buyer Merger Closing and the Company Merger Closing, the “Closing”) shall take place by conference call and by exchange of signature pages by email or other electronic transmission at 9:00 a.m., a.m. Eastern time, no later than Time on (i) the third second (3rd2nd) Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI ARTICLE XI have been satisfied, or, if permissible, waived by the Party entitled to the benefit of the same (other than those conditions that which by their nature terms are required to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those such conditions at the Closing), at ) or (ii) such other date and time as the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and Parties mutually agree (the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on upon which the Closing actually occurs is referred to in this Agreement as occurs, the “Closing Date”).” (b) Subject to On the provisions of this Agreement, at the ClosingClosing Date, the parties Parties shall cause (i) the Blocker Merger to be consummated simultaneously by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Blocker Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State, in such form as required by, and executed in accordance with, Section 18-209 of the DLLCA (the date and time of acceptance by the Delaware Secretary of State or at of such other filing, or, if another date and time as the parties may mutually agree to in writing and as shall be is specified in such filing, such specified date and time, being the “Blocker Effective Time”). (c) On the Closing Date, and immediately after the Blocker Effective Time, the Parties shall cause the Buyer Merger to be consummated by filing certificates of merger (the “Buyer Certificate of Merger. The ”) with the Delaware Secretary of State, in such form as required by, and executed in accordance with, Section 251 of the DGCL and Section 18-209 of the DLLCA, as applicable (the date and time when of acceptance by the Merger shall become effective Delaware Secretary of State of such filing, or, if another date and time is herein referred to as specified in such filing, such specified date and time, being the “Buyer Effective Time”). (d) On the Closing Date, and immediately after the Buyer Effective Time, the Parties shall cause the Company Merger to be consummated by filing a certificate of merger (the “Company Certificate of Merger”, and together with the Blocker Certificate of Merger and the Buyer Certificate of Merger, the “Certificates of Merger”) with the Delaware Secretary of State, in such form as required by, and executed in accordance with, Section 18-209 of the DLLCA (the date and time of acceptance by the Delaware Secretary of State of such filing, or, if another date and time is specified in such filing, such specified date and time, being the “Company Effective Time”).

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated in accordance with Article XI, the closing of the Merger (the “Closing”) shall take be deemed to have taken place at 9:00 a.m., Eastern time, the office of Concord & Sage P.C. on a date no later than the third ten (3rd10) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of all the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (IX, or at such other than those conditions that by their nature are to be satisfied at place and time as the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent Company and the Company; provided, that Purchaser Parties may mutually agree upon. The parties may participate in the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmeans. The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at . At the Closing, the parties Merger Sub and the Company shall cause (i) execute a certificate plan of merger with respect to the Merger substantially in the form set forth attached hereto as Exhibit A hereto Annex 2 (the “Certificate Plan of Merger”) and other documents as required by the Cayman Companies Act, and the parties hereto shall cause the Merger to be duly executed consummated by filing the Plan of Merger (and filed other documents required by the Cayman Companies Act) with the Secretary Registrar of State of Companies in the State of Delaware (Cayman Islands on the “Delaware Secretary of State”), same day as the Closing Date in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto Cayman Companies Act (the “Articles time of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as filings being the “Effective Time”). At the Closing, the Purchaser shall file a copy of the Purchaser Shareholders’ Approval (and other documents required by the Cayman Companies Act) with the Registrar of Companies in the Cayman Islands on the same day as the Closing Date and (i) apply for a change of name from “Wintergreen Acquisition Corp.” to “KIKA Inc.” or other name as the Company determines, subject to confirmation and approval of the Registrar of Companies in the Cayman Islands, (ii) file the amended and restated memorandum and articles of association of the Purchaser amended in accordance with Section 2.5(b) and (iii) make the necessary update to the register of directors and officers of the Purchaser reflecting the appointment and/ or removal of the directors and officers of the Purchaser in accordance with Section 2.4.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “"Closing”") shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇Cooley Godward llp, Five ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at 10:00 a.m. on April 1, unless another date2002, or at such other time or place is and date as mutually agreed to in writing upon by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith(the "Scheduled Closing Time"). (The date on which the Closing actually occurs takes place is referred to in this Agreement as the “"Closing Date.” (b") Subject to the provisions of this Agreement, at Contemporaneously with or as promptly as practicable after the Closing, the parties shall cause (i) a properly executed certificate of merger with respect conforming to the Merger in requirements of the form set forth as Exhibit A hereto DGCL (the “"Certificate of Merger”") to be duly executed and is being filed with the Secretary of State of the State of Delaware. The Merger shall take effect at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware (the “Delaware Secretary "Effective Time"). The day on which the Effective Time shall occur shall be referred to as the "Effective Date." At the Effective Time, Parent shall make the cash payments pursuant to Section 1.5(a) to the Stockholders' Agent, or its designee, which shall be distributed by the Stockholders' Agent to the stockholders of State”)the Company (individually, the "Stockholder" and collectively, the "Stockholders") who are entitled to receive a distribution in accordance with Exhibit 1.3(b); provided, however, that notwithstanding anything to the relevant provisions contrary contained in this Agreement, ten percent (10%) of the DGCL, sum of (i) the Consideration Amount (as defined in Section 1.5(e)(iii)) and (ii) articles the Company's Net Cash (as defined in Section 1.5(e)(ii)) (the "Indemnification Escrow Amount") otherwise payable, pursuant to Section 1.5(a), to each of merger with respect the stockholders shall be withheld from the proceeds of the Stockholders, pro rata, and deposited by Parent in escrow (rather than paid to such Stockholders) ("Indemnification Escrow Account") pursuant to the Merger in the form set forth as Exhibit B hereto Indemnification Escrow Agreement (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”"Indemnification Escrow Agreement"), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇Cooley Godward Kronish LLP, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent simultaneously with the execution and the Company; provided, that the Closing may occur remotely via electronic exchange delivery of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewiththis Agreement. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) At the Closing, the Company shall cause to be delivered to Parent: (i) a certified copy of resolutions of the board of directors of the Company referred to in Section 2.20; (ii) a certified copy of resolutions of the stockholders referred to in Section 2.22; (iii) agreements, satisfactory in form and substance to Parent amending, modifying or terminating (as applicable and as set forth opposite the name of the applicable Contract) the Contracts identified on Schedule 1.3(b)(iii); (iv) a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) evidence reasonably satisfactory to Parent that the Company has mailed to the IRS the notification required under ▇▇▇▇▇▇▇ ▇.▇▇▇ - ▇(▇)(▇) ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Treasury Regulations; (v) the resignation of each officer and director of each of the Acquired Corporations; (vi) evidence reasonably satisfactory to Parent that the Company has filed with the Secretary of State of the State of Delaware an amendment to the Company’s certificate of incorporation in the form of Exhibit B (the “Certificate Amendment”) and that the Certificate Amendment has taken effect; (vii) an escrow agreement dated of even date herewith (the “Escrow Agreement”), executed by the Stockholders’ Representative; (viii) a release, dated of even date herewith, executed by each officer and director of each of the Acquired Corporations; (ix) the Certificate of Merger, executed by the Company; (x) warrant termination agreements (each a “Warrant Termination Agreement”) executed by each holder of Company Warrants; and (xi) the Noncompetition Agreements countersigned by each of the individuals listed on Schedule 1.3(b)(xi). (c) At the Closing, Parent shall cause to be delivered to the Company the Escrow Agreement, duly executed by Parent and the Escrow Agent. (d) Immediately following the Closing, Parent shall cause the following amounts in immediately available funds to be delivered as follows: (i) to the Paying Agent, the Closing Consideration; (ii) to the Escrow Agent, the Escrow Amount; (iii) to the Stockholders’ Representative, the Expenses Fund; and (iv) to the applicable Persons entitled thereto, the Transaction Expenses. (e) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) satisfying the applicable requirements of the DGCL and otherwise satisfactory in form and substance to Parent and the Company shall be duly executed and filed by the Company and, concurrently with or as soon as practicable following the Closing, shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateEffective Time”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or, to the extent permitted by Law, waiver by such party entitled to waive such condition of the conditions set forth in Sections 6, 7 and 8, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, remotely as promptly as practicable (but in no event later than the third (3rd) second Business Day following the satisfaction or, or waiver by such party entitled to the extent permitted hereunder and by applicable Law, waiver waive such condition of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (Sections 6, 7 and 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such TABLE OF CONTENTS​​ conditions), or at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPsuch other time, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or date and place is agreed to in writing by as Parent and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation mutually agree in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” ” As soon as practicable after the determination of the Closing Date in accordance with this Section 1.3, each of the Company and Merger Sub shall (b) Subject and Parent shall cause Merger Sub to), in coordination with each other, deliver to the provisions Registrar of this AgreementCompanies of the State of Israel (the “Companies Registrar”), at a notice of the proposed date of the Closing, in which notice the parties shall cause (i) request that the Companies Registrar issue a certificate of merger with respect to evidencing the Merger in accordance with Section 323(5) of the form set forth as Exhibit A hereto Companies Law (the “Certificate of Merger”) on the date that the Parties shall provide further notice to be duly executed and filed with the Secretary of State of Companies Registrar that the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCLClosing has occurred, and (ii) articles of merger with respect the Parties shall deliver such further notice to the Merger in Companies Registrar on the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCAClosing Date. The Merger shall become effective upon the filing issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Delaware Secretary of State or Companies Law (the time at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when which the Merger shall become becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger being declared effective and that the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall both occur on the Closing Date.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m.the offices of ▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇ in Tel Aviv, Eastern Israel, at 10:00 a.m. (local time) on a date to be designated by Parent and the Company (the “Closing Date”), which shall be no later than the third (3rd) Business Day following after the later to occur of (a) the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions or, to the parties’ respective obligations to effect extent permitted by Law, waiver of the Merger conditions set forth in Article VI Sections ‎7 and ‎8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction oror waiver of such conditions), (b) the 50th day after the delivery of the Merger Proposal to the extent permitted hereunder and Companies Registrar, or (c) the 30th day after the approval of the Merger by applicable Law, waiver the shareholders of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; providedprovided that, in the event that the Closing may occur remotely via electronic exchange would otherwise be within the ten Business Day period prior to the closing of required Parent’s fiscal quarter, Parent may, at its sole discretion, postpone the Closing documentation in lieu until the open of an in-person Closingbusiness on the first Business Day of the immediately succeeding fiscal quarter (the “Postponed Period”), provided that during the Postponed Period the Parent shall not be allowed to terminate this Agreement pursuant to Section 9.1(i) and the parties condition set forth in Section ‎7.7 shall cooperate in connection therewithbe deemed satisfied and waived by Parent for all purposes. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at Promptly after the Closing, Merger Sub and the parties Company shall cause deliver to the Companies Registrar a notice (ithe “Merger Sub Notice”) informing the Companies Registrar of the Merger and the proposed date of the Closing and requesting that, promptly after notice that the Closing has occurred, the Companies Registrar issue a certificate evidencing the completion of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”accordance with Section 323(5) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCAIsraeli Companies Law. The Merger shall become effective upon the filing issuance by the Companies Registrar, after the Closing, of the Merger Certificate in accordance with Section 323(5) of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as Israeli Companies Law (the “Effective Time”).”

Closing; Effective Time. (a) The Subject to the satisfaction or waiver of all of the conditions to the closing of the Merger (the “Closing”) shall contained in Article VII, the Closing will take place at 9:00 a.m.10:00 a.m. on a date to be specified by the Parties (the “Closing Date”), Eastern time, which shall be no later than the third second (3rd2nd) Business Day following the after satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, fulfillment or waiver of those conditions at conditions) and no sooner than July 2, 2018, unless another time or date is agreed to by the Closing), Parties. The Closing will be held at the offices of ▇▇▇▇▇▇ & Frome ▇▇▇▇▇▇▇ LLP, 1325 Avenue of the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and at such other location as the Company; provided, that Parties may agree (which may be via the Closing may occur remotely via electronic exchange of required Closing documentation in lieu execution versions of an in-person Closing, the Transaction Documents and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Datesignature pages thereto via email by .pdf.”). (b) Subject to the provisions of this Agreement, at the Closing, the parties Parties shall cause (i) the Merger to be consummated by filing a certificate of merger with respect to the Merger in substantially the form set forth as and substance of Exhibit A hereto (the “Certificate of Merger”) to be executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other subsequent date or time as Parent and the parties may mutually Company shall agree to in writing and as shall be so specified in the Certificate of Merger. The date and Merger (the time when at which the Merger shall become becomes effective is herein being hereinafter referred to as the “Effective Time”). (c) No later than three (3) Business Days before the Closing Date, the Company shall deliver to Parent and the Paying Agent a definitive closing payment schedule (the “Closing Payment Schedule”) certified on behalf of the Company by its Chief Financial Officer, solely in his or her capacity as an officer of the Company, accurately setting forth: (i) the name of each holder of Company Preferred Stock, Company Common Stock, Company Stock Options and Warrants immediately prior to the Effective Time; (ii) the number of shares of Company Preferred Stock and Company Common Stock, by class, and the number and type of Company Stock Options and Warrants held by each such holder immediately prior to the Effective Time(iii) the consideration which each such holder is eligible to receive pursuant to Section 1.5 and (iv) such other information as is requested by the Paying Agent. The Closing Payment Schedule shall include the calculations as of Closing of the Company’s good faith estimate of Estimated Working Capital, Estimated Closing Date Indebtedness (including the names of and amounts to be paid to each Creditor), Estimated Cash and Cash Equivalents and Estimated Selling Transaction Expenses (including the names of and amounts to be paid to each Advisor) as set forth in and pursuant to Section 1.7.

Closing; Effective Time. (a) The Unless this Agreement is terminated pursuant to Article VIII hereof, the closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall will take place at 9:00 10:00 a.m., Eastern local time, on a date to be specified by the parties hereto (the “Closing Date”), which shall be no later than the third (3rd) Business Day following the second business day after satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article Articles VI and VII (other than those conditions that by their nature terms are to be satisfied at the Closing), but subject unless another time or date is agreed to by the parties hereto; provided, however, that, notwithstanding anything to the satisfaction contrary set forth herein, Parent may in its sole and absolute discretion elect to postpone the Closing Date by up to five (5) calendar days (or, if the fifth (5th) calendar day is not a business day, the next business day thereafter) following the Closing Date that would otherwise have applied pursuant to this Section 1.2; and provided further that Parent may not exercise its rights to postpone the Closing Date pursuant to the extent permitted hereunder and by applicable Lawpreceding proviso more than two (2) times (i.e., waiver not for a total of those conditions at more than ten (10) calendar days) or to a date later than the Closing), Outside Date. The Closing shall take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇LLC, ▇▇▇▇▇▇▇Suite 700, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇1600 Division Street, unless another dateNashville, time Tennessee, or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and at such other location as the parties hereto shall cooperate in connection therewithmutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at At the Closing, the parties hereto shall cause (i) the Merger to be consummated by filing a certificate of merger with respect to the Merger substantially in the form set forth as of Exhibit A hereto B (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateSecretary”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto DGCL (the “Articles time of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)such filings, in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as may be agreed in writing by the parties may mutually agree to in writing hereto and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as , being the “Effective Time”). If the Delaware Secretary requires any changes in the Certificate of Merger as a condition to filing or issuing a certificate to the effect that the Merger is effective, Merger Sub, Parent and/or Company shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.”

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m.the offices of Gornitzky & Co., Eastern time45 Rothschild Boulevard, Tel-Aviv ▇▇▇▇▇▇▇, Israel, as promptly as practicable (but in no event later than the third (3rd) second Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, Closing but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such conditions), or at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPsuch other time, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or date and place is agreed to in writing by Parent as Radiant and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation mutually agree in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” ” As soon as practicable after the Table of Contents determination of the date on which the Closing is to take place, each of the Company and Merger Sub shall (b) Subject and Radiant shall cause Merger Sub to), in coordination with each other, deliver to the provisions Registrar of this Agreement, at Companies of the Closing, State of Israel (the parties shall cause (i“Companies Registrar”) a certificate notice of merger with respect the contemplated Merger which shall inform the Companies Registrar that all conditions to the Merger in under the form ICL and this Agreement have been met and set forth as Exhibit A hereto the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the Merger in accordance with Section 323(5) of the ICL (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the Delaware Secretary of State or at ICL (such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein being hereinafter referred to as the “Effective Time”).”

Closing; Effective Time. (a) The closing of the Merger (the “"Closing”") shall take place at 9:00 10:00 a.m., Eastern New York City time, on a date to be specified by the parties hereto, which shall be no later than the third (3rd) second Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of all of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI ARTICLE VII hereof (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those such conditions at the Closing), at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another datetime, time date or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithhereto. The date on which the Closing actually occurs is referred to in this Agreement herein as the “"Closing Date.”" (b) Subject Upon the terms and subject to the provisions conditions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the merger to be consummated by filing (i) articles of merger substantially in the form attached hereto as Exhibit C (the "Articles of Merger") with the Secretary of State of the State of Washington for filing as provided in the WBCA, and shall make all other filings or recordings required by the WBCA in connection with the Merger and (ii) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “"Certificate of Merger”") to be with the Secretary of State of the State of Delaware and by making all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Articles of Merger are duly executed and filed with the Secretary of State of the State of Delaware Washington (at the “Delaware Secretary time specified therein, or if no such time is specified therein, as of State”the close of business on the date so filed), or at such subsequent date or time as Parent and the Company shall agree and specify in accordance with the relevant provisions Articles of Merger or, if not specified therein, by the WBCA. The time at which the Merger becomes effective is referred to herein as the "Effective Time." This Agreement shall be deemed the "plan of merger" under Chapter 11 of the DGCL, WBCA and (ii) articles of merger together with respect to the Merger in the form set forth as Exhibit B A and Exhibit E hereto (but excluding the “Articles of Merger”other Exhibits and Schedules hereto) to shall be duly executed and filed with the Secretary Articles of State Merger pursuant to Section 23B.11.050(1) of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective TimeWBCA.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Eastern time, be conducted remotely via electronic exchange of documents no later than the third (3rd) Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Sections 7 and 8 (other than those conditions that by their nature which are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingsuch conditions), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at ” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) conforming to the requirements of the DGCL to be duly executed and filed with the Secretary of State of the State of Delaware. The Merger shall become effective on the Closing Date as of the time that the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Delaware Secretary of StateEffective Time”). (b) At the Closing, the Company shall deliver, or cause to be delivered, the following agreements and documents to Parent: (i) the Escrow Agreement, duly executed by the Securityholders’ Agent; (ii) the Payment Agent Agreement, duly executed by the Securityholders’ Agent; (iii) Joinder and Support Agreements duly executed by the holders of at least 92% of the outstanding shares of Company Capital Stock (on an as-converted basis), each of which shall be in full force and effect; (iv) agreements, in form and substance reasonably satisfactory to Parent, terminating the agreements identified in Schedule 4.5(a); (v) a certificate, in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company by the chief executive officer or chief financial officer of the Company, containing the following information (to be set forth on an accompanying spreadsheet) and the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing (such spreadsheet and accompanying certificate being referred to hereafter collectively as the “Merger Consideration Certificate”): (A) the Aggregate Pro Rata Share of each Effective Time Holder; and (B) the Per Share Amount; (2) with respect to each Person who is a holder of Outstanding Capital Stock, which in each case, to the extent required, shall be determined at the Closing based on the Estimated Purchase Price: (A) the name and the email address of record of each such holder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such holder; (C) the number of shares of the Company Restricted Stock held by such Person, if any; (D) the vesting schedule applicable to each share of the Company Restricted Stock held by such Person (in each case, after giving effect to any vesting that is contingent on the completion of the Merger); (E) the consideration that each such holder is entitled to receive pursuant to Section 1.5; (F) whether such shares of Company Capital Stock were acquired upon exercise of a Company Option (and, if so, whether such Company Option was an “incentive stock option” within the meaning of Section 422 of the Code, whether the Merger results in a “disqualifying disposition” of such shares described in Section 421(b) of the Code, and whether such shares were ever subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code (and, if so, the fair market value of such shares upon vesting)); (G) to the extent that such Person is a Founder, (i) the Escrowed Holdback Amount and (ii) the Non-Escrowed Holdback Amount; (H) the cash amounts to be contributed to each of the Escrow Fund with respect to the shares of Outstanding Capital Stock held by each such holder pursuant to Section 1.5(c) and the Securityholders’ Agent Expense Fund with respect to the shares of Outstanding Capital Stock held by each such holder pursuant to Section 11.1(e); (I) the net cash amount to be paid to each such holder by the Payment Agent upon delivery of a Letter of Transmittal and the surrender of any certificates representing such shares of Company Capital Stock, if any, or the electronic transfer of Company Book Entry Shares, in accordance with Section 1.8 (after deduction of any amounts to be contributed to the relevant provisions Escrow Fund by such holder); and (J) whether any Taxes are required to be withheld in accordance with Section 1.8(h) from the consideration that each such holder is entitled to receive pursuant to Section 1.5, including any portion thereof to be contributed to the Escrow Fund or the Securityholders’Agent Expense Fund; (3) with respect to each Outstanding In-the-Money Vested Option, which in each case, to the extent required, shall be determined at the Closing based on the Estimated Purchase Price: (A) the name and the email address of record of the DGCLholder thereof; (B) the exercise price per share and the number of shares of Company Common Stock subject to such Company Option; (C) the consideration that the holder of such Company Option is entitled to receive pursuant to Section 1.6(a); (D) the net cash amount to be paid to the holder of such Company Option pursuant to Section 1.6(a); and (E) whether such Company Option is an Employee Option or Non-Employee Option, and whether any Taxes are required to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Company Option is entitled to receive pursuant to Section 1.6(a); (iiF) articles the cash amounts to be contributed to each of merger the Escrow Fund with respect to the Merger Outstanding In-the-Money Vested Options held by each such holder pursuant to Section 1.6(a) and the Securityholders’ Agent Expense Fund with respect to the Outstanding In-the-Money Vested Options held by each such holder pursuant to Section 11.1(e); (4) with respect to each Outstanding In-the-Money Unvested Option: (A) the name and the email address of record of the holder thereof; (B) the respective grant date of such Company Option; (C) the exercise price per share, if any, and the number of shares of Company Common Stock subject to such Company Option; (D) the vesting schedule applicable to such Company Option, including the vesting commencement date and the grant date of such Company Option; (E) the expiration date of such Company Option; (F) whether such Company Option is an “incentive stock option” as defined in Section 422 of the Code or subject to Section 409A of the Code; (G) whether such Company Option is an Employee Option or Non-Employee Option; (H) the number of shares of Parent Common Stock that will be subject to such Company Option immediately after the Effective Time; and (I) the exercise price per share of such Company Option as of immediately after the Effective Time; (5) with respect to each Outstanding Warrant (after giving effect to any exercises or deemed exercises of Company Warrants prior to the Effective Time), which in each case, to the extent required, shall be determined at the Closing based on the Estimated Purchase Price: (A) the name and the email address of record of the holder of such Outstanding Warrant; (B) the exercise price per share and the number, class and series of shares of Company Capital Stock subject to such Outstanding Warrant; (C) the consideration that the holder of such Outstanding Warrant is entitled to receive pursuant to Section 1.6(d); (D) the cash amounts to be contributed to each of the Escrow Fund with respect to the shares of Company Capital Stock subject to such Outstanding Warrant pursuant to Section 1.6(d) and the Securityholders’ Agent Expense Fund with respect to shares of Company Capital Stock subject to such Outstanding Warrant pursuant to Section 11.1(e); (E) the net cash amount to be paid to the holder of such Outstanding Warrant (after deduction of amounts to be contributed to the Escrow Fund and the Securityholders’ Agent Expense Fund by such holder) pursuant to Section 1.6(d); (F) whether any Taxes are required to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Outstanding Warrant is entitled to receive pursuant to Section 1.6(d) (including any portion thereof to be contributed to the Escrow Fund and the Securityholders’ Agent Expense Fund); and (vi) the Warrant Surrender Agreements; in the form set forth attached hereto as Exhibit B hereto G, duly executed by each holder of the Outstanding Warrants, if any; (vii) the “Articles Certificate of Merger”) to be , duly executed by the Company; (viii) a certificate of the Secretary of the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, certifying and attaching: (A) the Charter Documents of the Company; (B) the resolutions adopted by the board of directors of the Company and the stockholders of the Company to (i) authorize and adopt this Agreement, the Merger and the other transactions contemplated hereby, (ii) adopt the New Stock Plan in the form of Exhibit J and (iii) authorize and adopt the Amended & Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Tennessee Delaware on September 11, 2020; (C) the resolutions adopted by the board of directors of the Company approving the grant and issuance of the New Restricted Stock Units and (D) the incumbency of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby; (ix) written resignations of each officer, member of the board of directors or managers (or similar body) of each Acquired Entity, effective as of the later of the Effective Time and the date Parent causes such director, officer or manager to be replaced, in form and substance satisfactory to Parent; (x) evidence reasonably satisfactory to Parent that the Company secured from each “Tennessee Secretary disqualified individual” (within the meaning of State”)Section 280G(c) of the Code) who has a right to any “parachute payment” (within the meaning of Section 280G) a waiver of such individual’s rights to any Waived Section 280G Payments, in form and substance satisfactory to Parent, and has submitted to its stockholders for approval, in accordance with the relevant provisions requirements of Section 280G(b)(5)(B) of the TBCA. The Merger shall become effective upon Code and the filing applicable rulings and regulations thereunder, the Waived Section 280G Payments; (xi) evidence reasonably satisfactory to Parent that all Insider Receivables and Insider Payables, if any, have been repaid in full; (xii) dated as of the Certificate Closing Date, a statement conforming to the requirements of Merger United States Treasury Regulations Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3), certifying that the Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” for purposes of Sections 897 and 1445 of the Code (the “FIRPTA Statement”) and the notification required under United States Treasury Regulations Section 1.897-2(h)(2) (the “FIRPTA Notification”), together with written authorization for Parent to deliver the FIRPTA Notification and a copy of the FIRPTA Statement to the Internal Revenue Service on behalf of the Company after the Closing, in each case in form and substance reasonably satisfactory to Parent and duly executed by the Company and signed by a responsible corporate officer of the Company; (xiii) the Holdback Agreements, each of which shall be in full force and effect; (xiv) the Option Conversion Agreements, in the form attached hereto as Exhibit E, duly executed by holders of 85% of Company Options; (xv) all documents required by Section 4.8; (xvi) the Non-Competition Agreements, each of which shall be in full force and effect; (xvii) the Key Employee Offer Letters, each of which shall be in full force and effect, and no Founder or Key Employee shall have expressed an intent to terminate his employment with the Delaware Company; (xviii) Employment Offer Letters duly executed by not less than (i) 90% of the Offered Employees holding the positions of engineers of the Company and (ii) 80% of the remaining Offered Employees, each of which shall be in full force and effect; (xix) evidence reasonably satisfactory to Parent (A) as to the termination of all Non-Continuing Employees (except for any non-U.S. Acquired Entity Employee who is provided with an Employment Offer Letter and continues to be an employee of any Acquired Entity, Parent or any Affiliate thereof regardless of whether such individual’s employment or service to any Acquired Entity is deemed to have been terminated as of the Closing, pursuant to local Legal Requirements or otherwise) and the payment of all Non-Continuing Employee Compensation; and (B) that the Company shall have complied with its obligations set forth in the last sentence of Schedule 4.9; (xx) (i) a share transfer form duly executed by the individual identified in Schedule 1.3(b)(xx) in respect of his ownership in the Foreign Subsidiary in favor of a nominee of Parent and (ii) evidence reasonably satisfactory to Parent as to the adoption by the board of directors (or similar body) of the Foreign Subsidiary of resolutions approving such share transfer (the “India Share Transfer”); and (xxi) accurate and complete copies of all executed Contracts and documents relating to the New Restricted Stock Units. (c) At the Closing, Parent shall deliver to the Company the Escrow Agreement, duly executed by Parent and the Escrow Agent. (d) At the Closing, Parent shall deliver to the Company a certificate of the Secretary of State Parent, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, certifying and attaching (A) the resolutions adopted by the board of directors (or at such other time as the parties may mutually agree a committee thereof) of Parent and Merger Sub to in writing authorize and as shall be specified in the Certificate of Merger. The date and time when adopt this Agreement, the Merger shall become effective is herein referred and the other transactions contemplated hereby and (B) the incumbency of the officers of Parent executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Parent pursuant to as this Agreement or otherwise in connection with the “Effective Timetransactions contemplated hereby.”

Closing; Effective Time. (a) The closing of the Merger transactions contemplated hereby (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), held at the offices of L▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ PC, 6▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇Roseland, ▇▇▇▇▇▇▇New Jersey 07068 or such other place as the parties may agree, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇as soon as practicable (but in any event within five Business Days) following the date upon which all conditions set forth in Article VII hereof have been satisfied or waived, unless another dateor at such other date as NeoStem and Amorcyte may agree, time or place is agreed to in writing by Parent and the Company; provided, provided that the Closing may occur remotely via electronic exchange of required Closing documentation conditions set forth in lieu of an in-person Closing, and the parties shall cooperate in connection therewithArticle VII have been satisfied or waived at or prior to such date. The date on which the Closing actually occurs takes place is referred to in this Agreement herein as the “Closing Date.”” For all tax purposes, the Closing shall be effective at the end of the day on the Closing Date. (b) Subject to the provisions of this Agreement, at At the Closing, the parties Subco and Amorcyte shall cause (i) the First Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (in such form as is required by Section 251 of the “Delaware Secretary of State”)DGCL, and executed and filed in accordance with the relevant provisions of the DGCL. The time of acceptance of such filing by the Secretary of State of the State of Delaware, or such later time as shall be agreed upon by NeoStem and Amorcyte and specified in the First Certificate of Merger, is referred to herein as the “First Effective Time”. (iic) articles Within ninety (90) days after the First Effective Time, Amorcyte and Subco II shall cause the Second Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles Second Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (Delaware in such form as is required by Section 251 of the “Tennessee Secretary DGCL and Section 18-209 of State”)the DLLCA, and executed and filed in accordance with the relevant provisions of the TBCADGCL and the DLLCA. The Merger shall become effective upon time of acceptance of such filing by the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware, or at such other later time as the parties may mutually agree to in writing and as shall be agreed upon by Amorcyte and Subco II and specified in the Second Certificate of Merger. The date and time when the Merger shall become effective , is herein referred to herein as the “Second Effective Time”.”

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1 of this Agreement, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8 of this Agreement, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m.the offices of O▇▇▇▇▇, Eastern timeH▇▇▇▇▇▇▇▇▇ and S▇▇▇▇▇▇▇▇ LLP, The O▇▇▇▇▇ Building, 4▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, CA 94105-2669, as promptly as practicable (but in no event later than the third (3rd) second Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingeach of such conditions), or at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPsuch other time, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or date and place is agreed to in writing by Parent as FSI and the Company; providedCompany may mutually agree in writing, provided that if all the conditions set forth in Section 6, Section 7 and Section 8 shall not have been satisfied or waived on such second Business Day, then the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and shall take place on the parties first subsequent Business Day on which all such conditions shall cooperate in connection therewithhave been satisfied or waived. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to ” On the provisions of this Agreement, at the ClosingClosing Date, the parties Parties hereto shall cause the First Merger to be consummated by (ia) filing a certificate of merger with respect to the Merger substantially in the form set forth attached hereto as Exhibit A hereto C (the “First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in accordance with the relevant provisions of the DGCL, DGCL and (iib) articles making all other filings and recordings required under the DGCL. The term “Effective Time” shall mean the time of the filing of the First Certificate of Merger, or, if different, the time of effectiveness thereof that is specified therein. Promptly following the Effective Time, but in no event later than two (2) Business Days thereafter, FSI, the First Step Surviving Corporation and Merger Sub II shall cause a certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon DGCL in substantially the filing of form attached hereto as Exhibit D (the “Second Certificate of Merger Merger” and, together with the Delaware First Certificate of Merger, the “Certificates of Merger”) to be filed with the Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as Delaware (the “Second Effective Time”).”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this agreement (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇Mikohn Gaming Corporation, 9▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another dateat 10:00 a.m. on a date to be designated by Parent, time which shall be no later than the fifth business day after the satisfaction or place is agreed waiver of the last to be satisfied or waived of the conditions set forth in writing by Parent Sections 6 and 7 (other than the Company; providedconditions set forth in Sections 6.6(c), that 6.6(d), 6.6(e), 6.6(f), 7.5(a) and 7.5(b), but subject to the Closing may occur remotely via electronic exchange satisfaction or waiver of required Closing documentation in lieu each of an in-person Closing, and the parties shall cooperate in connection therewithsuch conditions). The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, at a Certificate of Merger for Merger I, satisfying the Closing, applicable requirements of the parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto DGCL (the “Certificate of Merger”) to ), shall be duly executed by the Company in connection with the Closing and, concurrently with or as soon as practicable following the Closing, shall be filed with the Secretary of State of the State of Delaware. Merger I shall become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Parent and Company (the time as of which Merger I becomes effective being referred to as the “Effective Time of Merger I”). Subject to the provisions of this Agreement, a Certificate of Merger for Merger II satisfying the applicable requirements of the DGCL and the LLC Act (the “Second Certificate of Merger”), shall be duly executed by Merger Sub II and concurrently with or as soon as practicable following the Effective Time of Merger I, shall be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, DGCL and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto LLC Act (the “Articles time of Merger”) to be duly executed and filed such filing with the Secretary of State of the State of Tennessee Delaware (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as the parties may mutually agree to in writing be designated by Parent and as shall be specified in the Second Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as ) being the “Effective TimeTime of Merger II”).”

Closing; Effective Time. (a) The closing Unless this Agreement shall have been terminated pursuant to Article 9, and unless otherwise mutually agreed in writing between the Company, Parent and Purchaser, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m.remotely by exchange of documents, Eastern timeas soon as practicable following (but in any event on the same date as) the Offer Acceptance Time, no later than the third (3rd) Business Day following subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, the waiver of the last to be satisfied or waived of of, all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI 8 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closingsuch conditions), or at such other time, place or location as the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to Parties may agree in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties Company and Purchaser shall file or cause (i) to be filed a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (with respect to the “Delaware Secretary of State”)Merger, in such form as required by, and executed and acknowledged in accordance with with, the relevant applicable provisions of the DGCL, . The Merger shall become effective upon the date and (ii) articles time of the filing of such certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee Delaware or such later date and time as is agreed upon in writing by the Parties and specified in the certificate of merger (such date and time, the “Tennessee Secretary of StateEffective Time”). (c) At the Effective Time, Purchaser shall be merged with and into the Company in accordance with the relevant provisions DGCL, including Section 251(h) thereof, whereupon the separate existence of Purchaser shall cease, and the Company shall be the surviving corporation in the Merger and shall become a wholly owned Subsidiary of Parent, and the separate corporate existence of the TBCACompany, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. The Merger Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Purchaser shall become effective upon the filing debts, liabilities and duties of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective TimeSurviving Corporation.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m.the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA at 10:00 a.m. (Eastern time) on a date to be mutually agreed to by Parent and the Company, which date shall be no later than the third (3rd) Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Sections 7 and 8 (other than those conditions that by their nature which are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions such conditions) or at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, such other time or place is agreed to in writing by and/or date as Parent and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation jointly designate in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at ” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) conforming to the requirements of the DGCL to be duly executed and filed with the Secretary of State of the State of Delaware (and shall make all other filings or recordings required under the “Delaware Secretary of State”), DGCL in accordance connection with the relevant provisions consummation of the DGCL, and (ii) articles Merger. The Merger shall become effective as of merger with respect to the time that the Certificate of Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and is filed with and accepted by the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later date or time as may be agreed by the parties may mutually agree to Company and Parent in writing and as shall be specified in the Certificate of Merger. The date and Merger in accordance with the DGCL (the effective time when of the Merger shall become effective is herein being hereinafter referred to as the “Effective Time”). (b) At or prior to the Closing, the Company shall deliver the following agreements and documents to Parent: (i) evidence in form and substance reasonably satisfactory to Parent that (A) this Agreement has been duly adopted and approved by the Required Merger Stockholder Vote, and such adoption and approval has not been withdrawn, rescinded or otherwise revoked; and (B) the number of shares of Company Capital Stock that constitute (or that are eligible to become as a result of such holder’s delivery of a written demand for appraisal in accordance with Section 262 of the DGCL) Dissenting Shares shall be less than five percent (5%) of the Company Capital Stock outstanding immediately prior to the Closing; (ii) Joinder Agreements duly executed by Effective Time Holders holding together at least 73% of the outstanding Company Capital Stock; (iii) the Company Closing Certificate; (iv) a certificate, in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company by the chief executive officer of the Company, containing the following information as of the Closing (such spreadsheet and accompanying certificate being referred to hereafter collectively as the “Merger Consideration Certificate”): (1) the Company’s good faith estimates of the Closing Net Indebtedness Amount (the “Estimated Closing Net Indebtedness Amount”), the aggregate amount of all Company Transaction Expenses and the Net Working Capital Amount (the “Estimated Net Working Capital Amount”) (including a reasonably detailed description of each component thereof) and, based upon such estimates, the Company’s calculation of the Purchase Price, which calculation will, if applicable, reflect the difference between the Estimated Net Working Capital Amount and the Targeted Net Working Capital Amount; (2) the Merger Consideration payable to each Effective Time Holder; (3) the Pro Rata Share of each Effective Time Holder;

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall will take place at 9:00 a.m., Eastern time, no later than the third as soon as reasonably practicable (3rdand in any event within ten (10) Business Day following Days) after the satisfaction or, or waiver (by the party entitled to the extent permitted hereunder and by applicable Law, waiver waive such conditions) of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closing), at the offices of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, 22nd Floor, China Central P▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, PRC, unless another dateplace, date or time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithhereto. The date on upon which the Closing actually occurs is herein referred to in this Agreement as the “Closing Date.” (b) Subject to ” On the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause the Merger to be consummated by executing (ior in the case of Parent, causing to be executed by Merger Sub) and filing the Plan of Merger, in substantially the form attached hereto as Exhibit A (with such changes as Parent may specify consistent with this Agreement to reflect the formation of Merger Sub as the “Merging Company” under the Plan of Merger as contemplated by Section 1.3) (the “Plan of Merger”), a certificate of merger good standing, a director’s declaration for each of Merger Sub and the Company and any other required certificates and documents with respect to the Merger in Registrar of Companies of the form set forth as Exhibit A hereto Cayman Islands (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateRegistrar”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing registration of the Plan of Merger by the Registrar (the “Effective Time”), which shall be evidenced by the issue by the Registrar of the Certificate of Merger with in respect of the Delaware Secretary Merger. If the Registrar requires any changes to the Plan of State Merger as a condition to registration or at such other time as the parties may mutually agree to in writing and as shall be specified in issuing the Certificate of Merger. The date , Parent, Merger Sub and time when the Merger shall become effective is herein referred Company will mutually cooperate to as execute any necessary revisions incorporating such changes; provided, that such changes are not inconsistent with, and do not result in any material change in, the “Effective Timeterms of this Agreement.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall will take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇at 10:00 a.m., unless another dateNew York time, time on the fifth business day following the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof), but subject to the continued satisfaction or place is agreed to in writing by Parent and waiver at the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, of the conditions set forth in Article VII (other than (i) the condition set forth in Section 7.01(e) and (ii) those conditions that by their nature are to be satisfied at the Closing, but, in the case of each of clauses (i) and (ii), subject to the satisfaction (or, in the case of clause (ii), to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of such conditions at the Closing), or on such other date and at such other time and place as the parties shall cooperate in connection therewithmay mutually agree. The date on which the Closing actually occurs is referred to in this Agreement herein as the “Closing Date”. In no event will the consummation of the Merger occur unless the Carve-Out Transaction has been consummated, and in no event will the consummation of the Carve-Out Transaction occur unless the Merger is consummated immediately thereafter.” (b) Subject Upon the terms and subject to the provisions of this Agreementconditions set forth herein, at as soon as practicable on the ClosingClosing Date, the parties shall cause (i) the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly ), executed in accordance with, and containing such information as is required by, the applicable provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other later time as Parent and the parties may mutually Company shall agree to in writing and as shall be specified specify in the Certificate of Merger. The date and time when the Merger shall become becomes effective is herein referred to herein as the “Effective Time.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m.at, Eastern timeor be directed from, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of Hunton & ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Bank of America Plaza, Suite 4100, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another dateat 10:00 a.m., New York time, on the third Business Day following the satisfaction or waiver of the conditions set forth in Article V (other than conditions which, by their nature, are to be satisfied at the Closing, but subject to the waiver or satisfaction of those conditions), or at such other place, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and date as the parties shall cooperate in connection therewithmay agree. The “Closing Date” shall be the date on upon which the Closing actually occurs is referred to in this Agreement as the “Closing Dateoccurs.” (b) Subject to On the provisions of this AgreementClosing Date, at MergerCo and the Closing, Company will cause the parties shall cause (i) a appropriate certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), ) in accordance with the relevant provisions such form and executed as provided in Section 251(c) of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall will become effective upon at the filing of time when the Certificate of Merger has been duly filed with the Delaware Secretary of State State, or at such other later time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as (the “Effective Time”).” (c) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall pay to the Company by wire transfer of immediately available funds a portion of the Cash Merger Consideration equal to the amount necessary to pay (based on the amounts set forth in a certificate delivered by the Company as provided in Section 1.3(e)) (i) all outstanding principal, interest and all other amounts due and payable at the Effective Time under, and to satisfy and discharge the obligations of the Company or New Edge Network, Inc. in respect of, the Credit Agreement and the Subordinated Loan Agreements (provided that such amount payable pursuant to this Section 1.3(c)(i) may be reduced by an amount equal to the cash and cash equivalents of the Company and its Subsidiaries immediately prior to the Closing, which cash and cash equivalents may be used by the Company and its Subsidiaries to repay its obligations with respect to the Investor Subordinated Loan Agreement or any Excess Debt) and (ii) the Company Transaction Expenses and, in each case, the Company promptly will take such steps as may be necessary to cause the satisfaction and discharge of all such obligations thereunder. Subject to the terms and conditions of this Agreement, at the Closing, Parent shall deposit with the Escrow Agent the Escrow Shares; provided, however, (x) at any time prior to the Closing Date, each holder of Common Stock and each holder of Vested Company Options may elect, by providing written notice to the Escrow Agent with a copy of such notice to Parent, to be entitled to receive any dividends or other distributions payable in respect of such holder’s proportionate share of the Escrow Shares, and to have the Representative, on behalf of such holder of Common Stock or Vested Company Options, vote such holder’s proportionate share of the Escrow Shares; further provided, however, for U.S. federal income tax purposes, each holder of Common Stock or Vested Company Options who so elects shall be deemed to receive from Parent, at the Closing, that number of shares of Parent Common Stock equal to such holder’s proportionate share of the Escrow Shares, and such holder of Common Stock or Vested Company Options shall be deemed to deposit with the Escrow Agent such shares of Parent Common Stock. (d) Subject to the terms and conditions of this Agreement, at the Closing, Parent shall (i) deliver to the Paying Agent that number of shares of Parent Common Stock equal to the excess of the Stock Merger Consideration less the Escrow Shares and (ii) pay to the Paying Agent an amount in cash equal to the excess of (x) the Cash Merger Consideration over (y) the sum of (A) the amount in cash paid to the Company pursuant to Sections 1.3(c)(i) and (c)(ii), (B) the Tax Liability Reserve and (C) any Excess Debt (to the extent not repaid with cash or cash equivalents of the Company or its Subsidiaries), by wire transfer of immediately available funds, which shall be used (based on the certificate delivered by the Company as provided in Section 1.3(e)) as set forth in this Section 1.3(d). Immediately after the Effective Time, the Paying Agent shall deliver to each holder of Common Stock who has delivered to the Paying Agent a duly executed Letter of Transmittal and surrendered the applicable Certificate or Certificates (i) an aggregate amount in cash (by check or wire transfer of immediately available funds, in the discretion of the Paying Agent) equal to the product of the number of shares represented by such Certificate or Certificates and the Per Share Cash Consideration, without interest thereon, and (ii) shares of Parent Common Stock equal to the product of the number of shares represented by such Certificate or Certificates and the Per Share Stock Consideration; provided, however, no fraction of a share of Parent Common Stock will be issued, but in lieu thereof each holder of Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall receive from the Paying Agent an amount of cash (rounded to the nearest $0.01) equal to the product of (x) such fraction multiplied by (y) the Parent Common Stock Closing Price, without interest thereon. Parent will make available to the Paying Agent any cash necessary for this purpose. (e) In order to facilitate the payments contemplated by Sections 1.3(c) and 1.3(d), the Company will deliver to Parent and to MergerCo not less than three Business Days prior to the anticipated Closing Date a statement, certified by the chief financial officer of the Company, that will set forth: (1) the aggregate amount payable to each lender under the Credit Agreement and the Subordinated Loan Agreements pursuant to Section 1.3(c)(i), (2) the aggregate amount of any Excess Debt, (3) the Company Transaction Expenses and (4) the calculation of the Fully-Diluted Number. Parent shall be entitled to rely without investigation on the information set forth in such certificate in delivering the Cash Merger Consideration and the Stock Merger Consideration to the Paying Agent. Notwithstanding anything to the contrary in this Agreement, Parent shall not be obligated to deliver any portion of the Cash Merger Consideration or the Stock Merger Consideration to the Paying Agent unless and until the Company has delivered the certificate contemplated by this Section 1.3(e) to Parent. (f) Subject to the terms and conditions of this Agreement, at and in connection with the Closing: (i) each holder of an outstanding Certificate or Certificates that prior thereto represented shares of Common Stock will, in accordance with the procedures described in Section 1.10(c) and the applicable Letter of Transmittal, deliver to the Paying Agent, in exchange for the Per Share Merger Consideration, such Certificate or Certificates, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps, together with the wire transfer or other payment instructions with respect to each such payment; and (ii) the Surviving Corporation shall issue to Parent a stock certificate or certificates representing 1,000 shares of Surviving Corporation Common Stock in exchange for the certificate or certificates which formerly represented all outstanding shares of MergerCo Common Stock, which shall be canceled.

Closing; Effective Time. (a) The closing Unless this Agreement is earlier terminated pursuant to the provisions of Section 9.1, and subject to the satisfaction or waiver of the conditions set forth in Section 6, Section 7 and Section 8, the consummation of the Merger (the “Closing”) shall take place at 9:00 a.m.a.m. local time at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Eastern time▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, no later than ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (Section 6, Section 7 and Section 8, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction oror waiver of each of such conditions, or at such other time, date and place as Chardonnay and Riesling may mutually agree in writing; provided, however, that, if the resolutions of the shareholders’ meeting of New Parent on the Share Exchange described in Section 1.8(a)(i)(A) or the resolutions on the Riesling Share Exchange described in Section 1.2(a)(i)(A) and (B) of the Support Agreement have not been adopted as of the Reorganization Initiation Date, then (i) Riesling shall undertake to have the shareholders’ meeting of New Parent adopt such resolutions, in each case, no later than three (3) Business Days as from the Reorganization Initiation Date and Riesling shall promptly take the other actions contemplated hereunder required to satisfy the condition set forth in Section 7.7 relating to the consummation of the Riesling Share Transfer and (ii) notwithstanding anything to the contrary in this Agreement, all conditions to Closing set forth in Sections 7.1-7.4 (including those conditions that by their nature can be satisfied only at the Closing) shall be deemed to have been satisfied or (to the extent permitted hereunder and by applicable Law) waived by Chardonnay on and as of the Closing Date irrespective of any facts, waiver circumstances or events arising subsequent to the date that such resolutions are adopted, so long as Riesling delivers the Officers’ Certificate contemplated by Section 7.3 dated as of those conditions at the date such resolutions are adopted (except that Section 7.2 shall not be deemed to be satisfied to the extent it would not be satisfied as a result of a Willful Breach by Riesling, New Parent or Merger Sub from and after the Reorganization Initiation Date until the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at At the Closing, the parties Parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed consummated by executing and filed filing with the Secretary of State of the State of Delaware a certificate of merger (the “Delaware Secretary Certificate of StateMerger”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger, satisfying the applicable requirements of the DGCL and in a form reasonably acceptable to Chardonnay and Riesling. The Merger in shall become effective at the form set forth as Exhibit B hereto (time of the “Articles filing of Merger”) to be duly executed and filed such Certificate of Merger with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, or at such later time as may be specified in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the such Certificate of Merger with the Delaware Secretary consent of State or at such other Chardonnay and Riesling (the time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when which the Merger shall become becomes effective is herein being referred to as the “Effective Time”).”

Closing; Effective Time. (a) The Subject to the satisfaction or waiver of the conditions set forth in Article Seven, the closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), held at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPPark, ▇▇5▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date(i) on a date and at a time mutually agreeable to the parties, time which date shall not be earlier than the third business day to occur after the last of the conditions set forth in Article Seven shall have been satisfied or place is agreed to waived in writing accordance with the terms of this Agreement (excluding conditions that, by Parent and their terms, cannot be satisfied until the Company; provideddate of the Closing) or later than the last business day of the month in which such third business day occurs, that provided no such election shall cause the Closing may to occur remotely via electronic exchange on a date after that specified in Section 8.01(c) of required Closing documentation in lieu of an in-person Closing, and this Agreement or after the date or dates on which any Governmental Authority or Regulatory Authority approval or any extension thereof expires; or (ii) such other date to which the parties shall cooperate agree in connection therewithwriting. The date on which of the Closing actually occurs is referred to in this Agreement as sometimes herein called the “Closing Date.” (b) Subject At the Closing, Park and PNB shall cause all of the following to the provisions be delivered to A▇▇▇▇▇▇▇: (i) The certificates of Park and PNB contemplated by Sections 7.02(a) and 7.02(b) of this Agreement; (ii) Copies of all resolutions adopted by the Executive Committee of the Board of Directors of Park and by the Board of Directors of Park, at approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary of Park, dated as of the Closing Date, and certifying (A) the date and manner of adoption of each resolution; and (B) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date; and (iii) Copies of all resolutions adopted by the Board of Directors (or any committee thereof) of PNB and by Park, in its capacity as the sole shareholder of PNB, approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary of PNB, dated as of the Closing Date, and certifying (A) the date and manner of adoption of each resolution; and (B) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date. (c) At the Closing, the parties A▇▇▇▇▇▇▇ shall cause all of the following to be delivered to Park and PNB: (i) The certificates of A▇▇▇▇▇▇▇ contemplated by Sections 7.01(a) and 7.01(b) of this Agreement. (ii) Copies of all resolutions adopted by the Board of Directors (or any committee thereof) and the shareholders of A▇▇▇▇▇▇▇, approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary of A▇▇▇▇▇▇▇, dated as of the Closing Date, and certifying (A) the date and manner of the adoption of each such resolution; and (B) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date; and (iii) A statement executed on behalf of Anderson, in the form attached hereto as Exhibit A, dated as of the Closing Date, certifying that the A▇▇▇▇▇▇▇ Shares do not represent United States real property interests within the meaning of Treasury Department regulations (the “Regulations”) Sections 1.897-2(b)(1) and (h). (d) On the Closing Date, Park, PNB and A▇▇▇▇▇▇▇ shall cause a certificate of merger with in respect of the Merger to be executed and delivered to the Merger Ohio Superintendent of Financial Institutions (the “Ohio Superintendent”) in the form set forth as Exhibit A hereto required by Ohio law, and the Ohio Superintendent shall cause the same to be filed with the Ohio Secretary of State (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateOhio SOS”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State Ohio SOS, or at such other time thereafter as the parties may mutually agree is agreed to in writing by Park, PNB and as shall be specified A▇▇▇▇▇▇▇ and so provided in the Certificate of MergerMerger filed with the Ohio SOS. The date and time when at which the Merger shall become effective is herein referred to in this Agreement as the “Effective Time”.”

Closing; Effective Time. (a) The Subject to the provisions of Article VII, the closing of the Diamond Merger (the “Initial Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPDay, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another dateat 9:00 a.m. local time, as soon as practicable, but in no event later than the second Business Day after the satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, as defined below, but the Closing shall be subject to the satisfaction or waiver of those conditions), or at such other place or at such other date or time or place is agreed to in writing by as Parent and the Company; provided, that the Closing Company may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithmutually agree. The date on which the Initial Closing actually occurs is hereinafter referred to in this Agreement as the “Initial Closing Date.” (b) Subject to the provisions of this Agreement, at as soon as practicable after 9:00 a.m. local time on the ClosingInitial Closing Date, the parties hereto shall cause (i) the Diamond Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Diamond Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto DGCL (the “Articles date and time of Merger”) to be duly executed and filed the filing of the Diamond Certificate of Merger with the Secretary of State of the State of Tennessee Delaware, or such later time as is specified in the Diamond Certificate of Merger and as is agreed to by Parent and the Company, being the “Initial Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Diamond Merger. (c) As soon as practicable after the Initial Effective Time, but in any event before the Effective Time (as defined below), the parties hereto shall effect the Diamond LLC Conversion and then shall effect the other transactions set forth in the Separation Agreement. (d) Subject to the provisions of Article VII, the closing of the Emerald Merger (the “Tennessee Closing”) shall take place at the offices of ▇▇▇▇▇ Day, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time, on the Initial Closing Date or as promptly as practicable thereafter (and in no case more than two Business Days thereafter), or at such other place or at such other date or time as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” (e) Subject to the provisions of this Agreement, as soon as practicable after 10:00 a.m. local time on the Closing Date, the parties hereto shall cause the Emerald Merger to be consummated by filing a certificate of merger (the “Emerald Certificate of Merger”) with the Secretary of State”)State of the State of Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the TBCA. The Merger shall become effective upon DGCL (the date and time of the filing of the Emerald Certificate of Merger with the Delaware Secretary of State of the State of Delaware, or at such other later time as the parties may mutually agree to in writing and as shall be is specified in the Emerald Certificate of Merger. The date Merger and time when the Merger shall become effective as is herein referred agreed to as by Parent and New Diamond, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL in connection with the Emerald Merger.”

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m.as soon as practicable, Eastern time, but no later than the third (3rd) five Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Section 5 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at the Closingsuch conditions), unless another time or date, or both, are agreed to in writing by the parties hereto. The date on which the Closing is held is herein referred to as the “Closing Date.” The Closing will be held at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPWilmerHale in New York, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇New York, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Datehereto.” (b) Subject to the provisions terms of this Agreement, at on the ClosingClosing Date, the parties shall cause (i) a certificate of merger satisfying the applicable requirements of the DGCL shall be filed with respect to the Secretary of State of the State of Delaware. The Merger in shall become effective at the form set forth as Exhibit A hereto (time of the “Certificate filing of Merger”) to be duly executed and filed such certificate of merger with the Secretary of State of the State of Delaware (the “Delaware Secretary time as of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to which the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become becomes effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein being referred to as the “Effective Time”). (c) Subject to Section 1.5(a), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company: (1) to the extent not converted to Company Common Stock prior to the Effective Time, each share of the Company’s Series A Preferred Stock outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive an amount in cash equal to: (A) the Merger Price Per Series A Share; plus (B) any amounts required to be paid by Parent with respect to such share to the Former Holder thereof in accordance with the terms of Sections 1.7 and 8.1(c), as and when such payments are required to be made; provided, that the aggregate per-share payment to be made pursuant to this Section 1.2(c)(1) with respect to each share of Series A Preferred Stock outstanding as of the Effective Time shall not exceed $0.98328 (such aggregate amount actually paid to the Series A Preferred Stock pursuant to this Section 1.2(c)(1) being referred to herein as the “Series A Preferred Merger Consideration”); (2) except as provided in clause (4) below, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive: (A) an amount in cash equal to the Merger Price Per Common Share; plus (B) any amounts required to be paid by Parent with respect to such share to the Former Holder thereof in accordance with the terms of Sections 1.7 and 8.1(c), as and when such payments are required to be made (collectively, the “Common Merger Consideration”); (3) each share of the common stock, $0.001 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and (4) each share of Company Capital Stock that is held by the Company as treasury stock, and each share of Company Capital Stock owned by Parent or Merger Sub or any other wholly owned Subsidiary of Parent, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place electronically on a remote basis, at 9:00 a.m., Eastern timeIsrael Time, on a date to be specified by the Company and Otonomo, which shall be no later than the third (3rd) Business Day following after the satisfaction or, or (to the extent permitted hereunder and by applicable Law, ) waiver of all of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI hereof (other than those conditions that by their nature are to be satisfied at the Closing, but it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, or (to the extent permitted hereunder and by applicable Law, ) waiver of those such conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another datetime, time date or place is agreed to in writing by Parent the Company and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithOtonomo. The date on which the Closing actually occurs is referred to in this Agreement herein as the “Closing Date.” (b) Subject to the provisions terms and conditions of this Agreement, as soon as practicable after the determination of the date on which the Closing is to take place in accordance with Section 1.2(a), each of Otonomo and Merger Sub shall (and the Company shall cause Merger Sub to), in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Israeli Registrar of Companies”) a notice (i) informing the Israeli Registrar of Companies that all conditions to the Merger under the Companies Law and this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, ) have been met (together with any other documentation required to be submitted to the parties Israeli Registrar of Companies) and (ii) setting forth the proposed date on which the Merger shall cause (i) become effective and on which the Israeli Registrar of Companies shall be requested to issue a certificate of merger with respect to evidencing the Merger in accordance with Section 323(5) of the form set forth as Exhibit A hereto Companies Law (the “Certificate of Merger”) to be duly executed and filed with after a notice that the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect Closing has occurred is delivered to the Merger in Israeli Registrar of Companies, which the form set forth as Exhibit B hereto (parties shall deliver promptly following the “Articles of Merger”) to be duly executed and filed with Closing on the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCAClosing Date. The Merger shall become effective upon the filing issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Delaware Secretary of State or Companies Law (the time at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when which the Merger shall become becomes effective is herein referred to herein as the “Effective Time”). For the avoidance of doubt, it is the intention of the parties hereto that the Merger shall be declared effective, and that the issuance by the Israeli Registrar of Companies of the Certificate of Merger in accordance with Section 323(5) of the Companies Law shall occur, both on the Closing Date.”

Closing; Effective Time. (a) The closing of the Merger Transactions (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than on (a) the third (3rd) second Business Day following after the later of (i) the satisfaction or, to the extent permitted hereunder and by applicable Law, or written waiver (where permissible) of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VIII (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction oror written waiver (where permissible) of those conditions at the Closing) and (ii) the earlier of (A) a date during the Marketing Period specified by Parent to the Company in writing and (B) the final day of the Marketing Period (subject, in the case of each of subclauses (A) and (B) of this clause (ii), to the extent permitted hereunder and satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions that by applicable Lawtheir terms or nature are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), ); or (b) such other date and time as is mutually agreed to in writing by Parent and the Company. The Closing shall be held at the offices of ▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another or remotely by exchange of documents and signatures (or their electronic counterparts) or such other date, time and place or place is agreed to in writing by manner as Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties Company shall cooperate in connection therewithagree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions terms and conditions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties Parties shall cause cause: (i) the Blocker Merger 1 to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Blocker 1 Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCLDGCL (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing of the Blocker 1 Certificate of Merger, or, if another date and time is specified in such filing, such specified date and time, being the “Blocker Merger 1 Effective Time”), (ii) articles the Blocker Merger 2 to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles Blocker 2 Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”)Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the TBCA. The DGCL (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing of the Blocker 2 Certificate of Merger, or, if another date and time is specified in such filing, such specified date and time, being the “Blocker Merger shall become effective upon 2 Effective Time”) and (iii) the Blocker Merger 3 to be consummated by filing a certificate of merger (the “Blocker 3 Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing of the Blocker 3 Certificate of Merger, or, if another date and time is specified in such filing, such specified date and time, being the “Blocker Merger 3 Effective Time”; together with the Blocker Merger 1 Effective Time and the Blocker Merger 2 Effective Time, the “Blocker Mergers Effective Time”); (b) the Parent Merger Sub Merger to be consummated by filing a certificate of merger (the “Parent Merger Sub Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and DLLCA (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing of the Parent Merger Sub Certificate of Merger, or, if another date and time is specified in such filing, such specified date and time, being the “Parent Merger Sub Merger Effective Time”); (c) the Company Merger to be consummated by filing a certificate of merger (the “Company Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DLLCA (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing of the Company Certificate of Merger, or, if another date and time is specified in such filing, such specified date and time, being the “Company Merger Effective Time”); (d) the Bondco Merger to be consummated by filing a certificate of merger (the “Bondco Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DLLCA (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing of the Bondco Certificate of Merger, or, if another date and time is specified in such filing, such specified date and time, being the “Bondco Merger Effective Time”); (e) the Management Holdings Merger to be consummated by filing a certificate of merger (the “Management Holdings Certificate of Merger”; together with the Blocker 1 Certificate of Merger, the Blocker 2 Certificate of Merger, the Blocker 3 Certificate of Merger, the Parent Merger Sub Certificate of Merger, the Company Certificate of Merger and the Bondco Certificate of Merger, collectively, the “Certificates of Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DLLCA (the date and time of acceptance by the Secretary of State of the State of Delaware of such filing of the Management Holdings Certificate of Merger, or, if another date and time is specified in such filing, such specified date and time, being the “Management Holdings Merger Effective Time”; together with the Blocker Mergers Effective Time, the Parent Merger Sub Merger Effective Time, the Company Merger Effective Time and the Bondco Merger Effective Time, as applicable, the “Effective Times”); and (f) all such other actions as may be required by applicable Laws in connection with the filing of each of the Certificate Certificates of Merger with (e.g., payment of franchise Taxes) to make each of the Delaware Secretary of State or at such other time Mergers effective as promptly as practicable on the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective TimeClosing Date.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third 7:00 a.m. (3rdLos Angeles Time) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, 1901 Avenue of the Stars, ▇▇▇▇▇ ▇▇▇, ▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ on the second (2nd) Business Day after the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), unless another date, time or place is agreed to in writing by the Company and Parent; provided that, if the Marketing Period has not ended at the time of the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions at the Closing), then, subject to the continued satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII at such time, the Closing shall occur instead on the earliest of (a) any Business Day during the Marketing Period as may be specified by Parent on no less than three (3) Business Days’ prior written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Parent’s financing of the transactions contemplated by this Agreement), (b) the first (1st) Business Day after the final day of the Marketing Period or (c) such other date, time or place as agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at At the Closing, the parties shall cause (i) the Merger to be consummated by filing a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware Delaware, such Certificate of Merger to be in substantially the form attached hereto as Exhibit A (the “Delaware Secretary date and time of State”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the such filing of the Certificate of Merger with the Delaware Secretary of State Merger, or at such other later time as may be agreed by each of the parties may mutually agree to in writing hereto and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as , being the “Effective Time”).”

Closing; Effective Time. (a) The Unless this Agreement is earlier terminated in accordance with ARTICLE XIII, the closing of the Acquisition Merger (the “Closing”) shall take place within two Business Days after the completion of the Reincorporation Merger at 9:00 a.m.the offices of L▇▇▇ & L▇▇▇ LLP, Eastern 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. (New York time, ) on a date no later than the third five (3rd5) Business Day following Days after the satisfaction or, to the extent permitted hereunder and by applicable Law, or (if permissible) waiver of all the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI ARTICLE X (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Lawif permissible, waiver of those conditions at the Closingconditions), or at such other place and time as the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent Company and the Company; provided, that Purchaser Parties may mutually agree upon in writing. The parties may participate in the Closing may occur remotely via electronic means by the mutual exchange of required Closing documentation in lieu of an in-person Closing, electronic signatures (including portable document format (.PDF) and the parties shall cooperate in connection therewithVerisign). The date on which the Closing actually occurs is hereinafter referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, at the Closing, the parties hereto shall cause (i) execute a certificate plan of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate Plan of Merger”) in form and substance acceptable to the Merger Sub and the Company and the parties hereto shall cause the Acquisition Merger to be duly executed consummated by filing the Plan of Merger (and filed other documents required by Cayman Companies Act) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), Cayman Registrar in accordance with the relevant provisions of Cayman Companies Act. The Acquisition Merger shall become effective at the DGCL, time when it is registered by the Cayman Registrar (or such later time as may be agreed in writing by the Company and (ii) articles of merger with respect to the Merger Purchaser and specified in the form set forth as Exhibit B hereto (the “Articles Plan of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), Merger in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as Cayman Companies Act) (the “Effective Time”).”

Closing; Effective Time. (a) The closing consummation of the Merger Mergers (the “Closing”) shall take be held remotely by exchange of documents and signatures (or their electronic counterparts) unless a place at 9:00 a.m.for the Closing to be held in person is agreed to in writing by the parties to this Agreement, Eastern timeon a date to be designated jointly by Parent and the Company, which shall be no later than the third (3rd) second Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable LawLegal Requirements, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger Mergers set forth in Article VI (Sections 5.1, 5.2 and 5.3, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those each of such conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place date is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) ” Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to the First Merger in the form set forth as in Exhibit A C hereto (the “First Certificate of Merger”) and immediately thereafter a certificate of merger with respect to the Second Merger in the form set forth in Exhibit D hereto (the “Second Certificate of Merger,” together with the First Certificate of Merger, the “Certificates of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)) and make all other filings or recordings required by the Company, the Acquisition Subs or Parent under the DGCL and DLLCA in accordance connection with effecting the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCAMergers. The Merger Mergers shall become effective upon on the filing of date and at such time as the Certificate Certificates of Merger are filed with the Delaware Secretary of State or at such other later time as the parties may be mutually agree agreed to in writing by Parent and as shall be the Company and specified in the Certificate Certificates of Merger. The date and Merger (the time when at which the First Merger shall become becomes effective is herein being referred to in this Agreement as the “First Effective Time” and the time at which the Second Merger becomes effective being referred to in this Agreement as the “Second Effective Time”).”

Closing; Effective Time. (a) The Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place by electronic exchange of Closing documents in lieu of an in-person Closing at 9:00 a.m.10:00 a.m. (New York City time), Eastern timeas promptly as practicable following the consummation of the Offer, but in any event no later than the third (3rd) second Business Day following after the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of those conditions at such conditions) (the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as occurs, the “Closing Date.” (b) ), unless this Agreement has been terminated pursuant to its terms or unless another time or manner of Closing is agreed to by the Parties in writing. Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to satisfying the Merger in applicable requirements of the form set forth as Exhibit A hereto DGCL (the “Certificate of Merger”) to shall be duly executed and filed with by the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, Company and (ii) articles Parent, Merger Sub and the Company shall cause the Certificate of merger with respect Merger to be delivered to the Merger DSOS for filing, in each case, as soon as practicable following the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed Offer Acceptance Time and filed concurrently with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCAClosing. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State DSOS or at such other later time on the Closing Date as the parties may mutually agree to is agreed upon in writing by the Parties hereto and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as (such time, the “Effective Time”). From and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, franchises and be subject to all of the debts, obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided in the DGCL.”

Closing; Effective Time. (a) The closing of the Merger transactions contemplated by this Agreement (the “Closing”"CLOSING") shall will take place at 9:00 a.m., Eastern time, as soon as practicable after the satisfaction or waiver of each of the conditions set forth in ARTICLE VI hereof but no later than May 1, 2001 (the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing"CLOSING DATE"), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to in writing by Parent and the Company; provided, however, that, in the event that Buyer by May 1, 2001 for any reason whatsoever has not obtained approval of this Agreement and the transactions contemplated hereby, including, without limitation, the Merger by the holders of the requisite number of then-outstanding shares of Buyer Common Stock, then the "CLOSING DATE" shall be extended and be deemed and interpreted throughout this Agreement for all purposes to mean September 1, 2001." 6. The last sentence of SECTION 1.1(e) of the Merger Agreement hereby is deleted in its entirety and shall be of no further force or effect. 7. All references in SECTION 1.2(a) of the Merger Agreement and appearing elsewhere in the Merger Agreement to the number "12,500,000" hereby are deleted and replaced with references to the number "12,100,000." 8. The last sentence of SECTION 1.3(i) of the Merger Agreement hereby is deleted in its entirety and shall be of no further force or effect. 9. The first sentence of SECTION 2.2(a) of the Merger Agreement hereby is amended and restated as follows: "The authorized capital stock of Seller consists of 100,000,000 shares of Common Stock. At the Closing Date, there will be outstanding 10,132,860 shares of Common Stock." 10. The second sentence of SECTION 3.2 of the Merger Agreement hereby is amended and restated as follows: "Provided that the Closing may occur remotely via electronic exchange of required Closing documentation Article Amendment (as defined in lieu of an in-person Closing, and SECTION 5.8 hereof) has been approved by the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at the Closing, the parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State requisite vote of the State stockholders of Delaware (Buyer as required by the “Delaware Secretary of State”)Nevada Corporation Law, in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger Article Amendment with the Delaware Nevada Secretary of State or at such other time as State, the parties may mutually agree to in writing and as shall authorized number of shares of Buyer Common Stock will be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time100,000,000.”"

Closing; Effective Time. (a) The closing consummation of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ on a date and time to be specified by the parties hereto, unless another datewhich shall be no later than the second Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 7 and 8 (other than those conditions which are to be satisfied at the Closing, time but subject to the satisfaction or place is agreed to in writing by Parent and the Company; waiver of such conditions) (provided, however, that the Closing may shall not occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closingprior to August 31, 2016) or at such other time and/or date as Parent and the parties shall cooperate in connection therewithCompany may jointly designate. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at ” Contemporaneously with or as promptly as practicable after the Closing, the parties hereto shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) conforming to the requirements of the DGCL to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions Delaware. The Merger shall become effective as of the DGCL, and (ii) articles time that the Certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and is filed with and accepted by the Secretary of State of the State of Tennessee Delaware (the “Tennessee Secretary of State”), in accordance with the relevant provisions effective time of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein being hereinafter referred to as the “Effective Time”). (b) At the Closing (with the exception of the items in clauses (iii) and (xii) of this Section 1.3(b), which shall be delivered at least two Business Days prior to Closing), the Company shall deliver or cause to be delivered the following agreements and documents to Parent: (i) evidence in form and substance satisfactory to Parent that this Agreement has been duly adopted and approved by the Specified Holders, and neither such adoption and approval nor the Written Consent executed and delivered by such Persons has been withdrawn, rescinded or otherwise revoked; (ii) the Escrow Agreement, duly executed by the Securityholders’ Agent; (iii) a certificate, prepared in good faith, containing the following information (to be set forth on an accompanying spreadsheet) (such spreadsheet and accompanying certificate being referred to hereafter collectively as the “Merger Consideration Certificate”): (1) (A) the Estimated Closing Indebtedness Amount; (B) the Aggregate Exercise Price; (C) the Purchase Price; (D) the Per Share Closing Amount; (E) the Aggregate Series B Redeemable Amount; (F) the Payout Percentage for each Person that is a Company Holder as of immediately prior to the Effective Time; (G) the Estimated Cash; and (H) the Estimated Transaction Expenses; (2) with respect to each Person who is a holder of Outstanding Capital Stock: (A) the name, address and email address (to the extent available) of record of each such holder; (B) the number of shares of Outstanding Capital Stock of each class and series held by such holder; (C) with respect to each class and series of Outstanding Capital Stock held by such holder, the per share consideration that such holder is entitled to receive pursuant to Section 1.5; (D) the aggregate consideration that such holder is entitled to receive pursuant to Section 1.5 with respect to the shares of Outstanding Capital Stock held by such holder; and (E) the net cash amount to be paid to such holder by the Payment Agent upon surrender of such holder’s Company Stock Certificates (or an affidavit of lost stock certificate and such other items, if any, required under Section 1.8(e)), together with a duly executed Letter of Transmittal and such other documents as may be required pursuant to such instructions or as the Payment Agent may reasonably request, all in accordance with Section 1.8; (3) with respect to each Person who is a holder of Company Options: (A) the name and email address (to the extent available) of such holder; (B) the exercise price per share and the number of shares of Company Common Stock subject to each Company Option held by such holder; (C) the consideration or potential consideration that such holder is entitled to receive pursuant to Section 1.6(a) with respect to each Company Option held by such holder; and (D) the net cash amount to be paid to such holder by the Payment Agent and/or Parent, as applicable, pursuant to Section 1.6(b); (iv) the Certificate of Merger, duly executed by the Company; (v) a statement conforming to the requirements of Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3) of the United States Treasury Regulations certifying that interests in the Company are not “United States real property interests” for purposes of Sections 897 and 1445 of the Code and the notification required under Section 1.897-2(h)(2) of the United States Treasury Regulations, in each case in form and substance reasonably satisfactory to Parent and duly executed by the Company; (vi) duly executed written agreements terminating the Related Party agreements (other than those listed on Part 4.5 of the Disclosure Schedule), if any, as contemplated by Section 4.5; (vii) the written resignations contemplated by Section 4.6; (viii) any certificates representing any shares of capital stock or any other securities or equity or other Ownership Interests of any Subsidiary of the Company; (ix) a certificate executed by a duly authorized officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in Section 7.1 and Section 7.2 have been satisfied; (x) a payoff letter or reasonably similar document issued by each holder of any Estimated Closing Indebtedness Amount (other than capital leases) (collectively, the “Payoff Letters”) not later than two Business Days prior to the Closing Date, which sets forth, where applicable, (A) the amount required to repay in full the portion of the Closing Indebtedness Amount owed to such holder, (B) the wire transfer instructions or other instructions for the repayment of such portion of the Closing Indebtedness Amount to such holder, (C) a release of all Encumbrances granted by the Company or any of its Subsidiaries to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of such Indebtedness, and (D) authorization to file all UCC financing statement amendments or termination statements and any releases reasonably necessary to effectuate a release of all Encumbrances relating thereto; (xi) an invoice issued by each payee of Transaction Expenses not later than two Business Days prior to the Closing Date, that sets forth (A) the amounts required to pay in full all Transaction Expenses owed to such Person and (B) the wire transfer instructions for the payment of such Transaction Expenses to such Person; and (xii) the Company’s good faith calculation of the Estimated Closing Working Capital, calculated in accordance with Section 1.9(a). (c) At the Closing, Parent shall deliver to the Securityholders’ Agent, the Escrow Agreement, duly executed by Parent and the Escrow Agent.

Closing; Effective Time. (a) The closing of Parties shall cause the Merger to be consummated at a closing (the “Closing”) shall to take place remotely through electronic exchange of signatures on a date and at 9:00 a.m.a time to be mutually designated by the Company and Parent, Eastern time, which shall be no later than the third (3rd) second Business Day following after the satisfaction or, or waiver (to the fullest extent permitted hereunder and by permissible under applicable Law, waiver ) of the last to be satisfied or waived of all the conditions to the parties’ respective obligations to effect the Merger set forth in Article VI Sections 6 (Conditions Precedent to Obligations of Each Party), 7 (Conditions Precedent to Obligations of Parent and Merger Subs) and 8 (Conditions Precedent to Obligations of the Company), other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction oror waiver of such conditions. Notwithstanding anything to the contrary contained in this Section 1.3(a), if the Closing would otherwise be required to occur under this Section 1.3(a) during the last 15 days of any fiscal quarter of Parent, then Parent may elect, by delivering a written notice to the Company at least one Business Day prior to the date on which the Closing would otherwise be required to occur, to delay the extent permitted hereunder and by applicable Law, waiver Closing until the second Business Day of those conditions at the following fiscal quarter of Parent. If Parent so elects to delay the Closing, then each of Parent, Merger Subs and the Company shall, effective as of the date the Closing would otherwise be required to occur, (a) deliver the certificates required to be delivered pursuant to Sections 7.6 (Closing Certificate) and 8.4 (Closing Certificate), at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPas applicable, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another date, time or place is agreed to and (b) irrevocably waive in writing by each of the conditions set forth in Section 7 (Conditions Precedent to Obligations of Parent and Merger Sub) and Section 8 (Conditions Precedent to Obligations of the Company; provided), that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithas applicable. The date on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties Company and Merger Sub I shall duly execute and cause (i) to be filed with the Registrar of Companies a certificate plan of merger with respect to satisfying the Merger applicable requirements of the CICA, in substantially the form set forth attached hereto as Exhibit A hereto G (the “Certificate First Plan of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), and such other documents as may be required in accordance with the relevant applicable provisions of Section 233 of the DGCLCICA or by any other applicable Law to make the First Merger effective (collectively with the First Plan of Merger, and (ii) articles “First Merger Filing Documents”). The First Merger shall become effective on the date the First Plan of merger with respect to Merger is registered by the Merger Registrar of Companies or on such other date as specified in the form set forth as Exhibit B hereto (the “Articles First Plan of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), Merger in accordance with the relevant CICA (the “First Effective Time”). Immediately following the First Effective Time and as part of the same overall transaction, the First Surviving Company and Merger Sub II shall duly execute and cause to be filed with the Registrar of Companies a plan of merger satisfying the applicable requirements of the CICA, in substantially the form attached hereto as Exhibit H (the “Second Plan of Merger”), and such other documents as may be required in accordance with the applicable provisions of Section 233 of the TBCACICA or by any other applicable Law to make the Second Merger effective (collectively with the Second Plan of Merger, the “Second Merger Filing Documents” and, the Second Merger Filing Documents collectively with the First Merger Filing Documents, the “Merger Filing Documents”). The Second Merger shall become effective upon on the filing of date the Certificate Second Plan of Merger with is registered by the Delaware Secretary Registrar of State Companies or at on such other time date as the parties may mutually agree to in writing and as shall be specified in the Certificate Second Plan of Merger. The date and time when Merger in accordance with the Merger shall become effective is herein referred to as CICA (the “Second Effective Time”).”

Closing; Effective Time. (a) The Subject to the terms and conditions of this Agreement, the closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than occur on the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, or waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect of the Merger Parties set forth in Article VI VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction oror waiver of such conditions) or on such other date as Sellers and Buyer may agree in writing; provided that, notwithstanding the foregoing, the Closing shall not occur until the earlier of (a) a date during the Marketing Period specified by Buyer on no fewer than three Business Days’ written notice to Sellers (unless a shorter period shall be agreed to by Sellers) and (b) the third Business Day following the final day of the Marketing Period (subject, in each case, to the extent permitted hereunder and by applicable Law, satisfaction or waiver of the obligations of the Parties set forth in Article VII of this Agreement (other than those conditions that by their nature are to be satisfied by actions taken at Closing, but subject to the Closingsatisfaction or waiver of such conditions), ). The date of the Closing shall be referred to herein as the “Closing Date”. The Closing shall take place at the offices of King & Spalding LLP located at ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another dateat 10:00 a.m. Atlanta, Georgia time, or at such other place or at such other time or place is agreed to as Sellers and Buyer may agree in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithwriting. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Subject to the provisions of this Agreement, at At the Closing, (x) Merger Sub and the parties shall Company will cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Company FL Certificate of Merger”) Merger to be duly executed and filed with the Florida Department of State and the Company DE Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (iiy) articles immediately following the Company Effective Time, Blocker Merger Sub and HD Waterworks Inc. will cause the Blocker Certificate of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of Delaware. Subject to the State of Tennessee (Company Effective Time occurring immediately prior to the “Tennessee Secretary of State”), Blocker Effective Time in accordance with Sections 2.1 and 2.2, the relevant provisions occurrence of the TBCA. The Merger Blocker Effective Time shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such other time as the parties may mutually agree to in writing and as shall hereinafter be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time”.”

Closing; Effective Time. (a) The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another dateat 10:00 a.m., Los Angeles time, on the second Business Day following, or at the discretion of Parent, the same Business Day as, the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), or at such other place or at such other time or place is agreed to on such other date as the parties mutually may agree in writing by Parent and the Companywriting; provided, however, that if the Closing would otherwise occur during the third month of any fiscal quarter of Parent, then notwithstanding anything herein to the contrary, at Parent’s option, the Closing may occur remotely via electronic exchange be delayed until the first Business Day of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithParent’s next fiscal quarter. The date day on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to As soon as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties (other than the Holder Representative) shall cause (i) a certificate of merger with respect to the Merger substantially in the form set forth attached as Exhibit A G hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary Certificate of StateMerger”), in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware or at such other time as the parties may mutually shall agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

Closing; Effective Time. (a) The closing of Provided that this Agreement shall not have been terminated in accordance with its terms, the Merger Closing shall occur on a date mutually agreed by the Parties; provided, however, that if the Parties fail to agree, the Closing shall occur on the date that is ten (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd10) Business Day following Days after the satisfaction or, last to occur of: (i) the extent permitted hereunder and by applicable Law, waiver receipt of the last necessary regulatory approval for the Merger and the expiration of the last of any required waiting period with respect to be satisfied the necessary regulatory approvals; and (ii) the satisfaction or waived waiver in writing of all of the conditions to the parties’ respective obligations to effect the Merger set forth set forth in Article VI (other than those conditions 9 and Article 10; provided, further, however, that by their nature are to be satisfied at if based upon the Closingforegoing, but subject the Closing would occur prior to the satisfaction ortenth (10th) Business Day of any month, then such Closing shall be delayed until, and shall occur on, such tenth (10th) Business Day (the “Closing Date”). The Closing shall occur through the mail, electronically, or at a time and place that is mutually acceptable to Acquiror and the extent permitted hereunder and by applicable LawCompany, waiver of those conditions or if they fail to agree, at 10:00 a.m. on the Closing), Closing Date at the offices of Acquiror, located at 450 ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ubject to the provisions of Article 11, unless another date, failure to consummate the Contemplated Transactions on the date and time or and at the place is agreed determined pursuant to this Section 2.3(a) will not result in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange termination of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewith. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Dateand will not relieve any Party of any obligation under this Agreement.” (b) Subject The Parties agree to file in a timely manner prior to the provisions of this Agreement, at Closing Date the Closing, the parties shall cause (i) a certificate of merger with respect to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL, and (ii) appropriate articles of merger with respect to the Merger in MDAT, as contemplated by Sections 3-107 and 3-109 of the form set forth as Exhibit B hereto MGCL (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCA. The Merger shall become be effective upon after the filing of the Certificate Articles of Merger have been duly filed with and accepted by the Delaware Secretary of State or MDAT, and at such other a time as on the parties may mutually agree to in writing and as shall be Closing Date specified by Acquiror in the Certificate Articles of Merger. The date and time when the Merger shall become effective is herein referred to as (the “Effective Time”).”

Closing; Effective Time. (a) The Unless this Agreement is terminated in accordance with Section 9.1, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m., Eastern time, no later than the third (3rd) Business Day following the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder and by applicable Law, waiver of those conditions at the Closing), at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another dateat 8:00 a.m., Los Angeles time, (i) on the second Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions) that is the earlier of (A) any Business Day during the Marketing Period to be specified by Parent on no fewer than two Business Days’ notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Financing) and (B) two Business Days following the final day of the Marketing Period, or (ii) such other date and time or place is mutually agreed to in writing by Parent and the Company; provided, that the Closing may occur remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, and the parties shall cooperate in connection therewithHolder Representative. The date day on which the Closing actually occurs takes place is referred to in this Agreement as the “Closing Date.” (b) Subject to As soon as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties shall cause (i) a certificate of merger with respect in form and substance reasonably satisfactory to the Merger in the form set forth as Exhibit A hereto (the “Certificate of Merger”) parties to be duly executed in accordance with the relevant provisions of the DLLCA and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary Certificate of StateMerger”), ) in accordance with the relevant provisions of the DGCL, and (ii) articles of merger with respect to the Merger in the form set forth as Exhibit B hereto (the “Articles of Merger”) to be duly executed and filed with the Secretary of State of the State of Tennessee (the “Tennessee Secretary of State”), in accordance with the relevant provisions of the TBCADLLCA. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware or at such other time as Parent and the parties may mutually Holder Representative shall agree to in writing and as shall be specified in the Certificate of Merger. The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”