Common use of Conditions to Buyer’s Obligation Clause in Contracts

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target each Seller and Company shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target such Persons shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivc) Company shall have procured all of the third-party consents specified in Schedule 7.1(c), including such consents as are required to effectuate the transfer, as of Closing, of all current purchasing programs and vendor relationships of Company; (d) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, orderOrder, decree, ruling, ruling or charge would reasonably be expected to (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) materially adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Company Shares and to control the former Subsidiaries of Buyercontrol, directly or indirectly, Company or (Div) materially adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business Business (and no such injunction, judgment, orderOrder, decree, ruling, ruling or charge shall be in effect); (ve) Target each Seller and Company shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7.1(a)-(d) is satisfied in all respects; (vif) this Agreement Buyer shall have received from counsel to Sellers an opinion in form and substance as set forth in Exhibit C attached hereto and otherwise reasonably acceptable to Buyer and dated as of the Merger Closing Date; (g) Buyer shall have received the Requisite resignations, effective as of the Closing, of each director and officer of Company and each director and officer of Franchisor other than those whom Buyer Stockholder Approvalshall have specified in writing at least five (5) days prior to the Closing; (viih) all actions to Sellers and Company shall have entered into an escrow agreement with Buyer and Escrow Agent in the form set forth in Exhibit A attached hereto, and Sellers shall have entered into a Non-Competition and Non-Solicitation Agreement with Buyer in the form set forth in Exhibit D attached hereto, and such agreement shall be taken by Target in connection with consummation full force and effect as of the transactions contemplated hereby Closing; (i) Sellers shall have delivered to Buyer copies of the articles of incorporation of Company certified as of a date not more than ten (10) days prior to the Closing Date by the Secretary of State (or comparable officer) of the State of California; (j) Buyer shall have received from Sellers all financial statements (including audited financial statements as required) necessary for Buyer to meet its reporting obligations under United States securities laws, which financial statements are listed on Schedule 7.1(j); (k) Sellers shall (i) have delivered to Buyer copies of certificates of good standing of Company and all certificateseach Subsidiary issued not more than ten (10) days prior to Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of incorporation and formation and each other jurisdiction in which Company and each Subsidiary is required by law to qualify to do business and (ii) have provided verbal bring-downs as of the Closing Date as to the good standing of Company and each Subsidiary in the jurisdiction of its incorporation and each other jurisdiction referred to in clause (i) above; (l) Sellers shall have delivered to Buyer a certificate of the corporate secretary of Company, opinionsdated the Closing Date, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably satisfactory to Buyer. , as to: (i) the certificate of formation of Company and each Subsidiary; (ii) the bylaws (or other governing documents) of Company and each Subsidiary; and (iii) any resolutions of the board of directors (or a duly authorized committee thereof) of Company authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated hereby; (m) ITR USA, Inc. and Itochu Inc. shall have executed and delivered to Buyer may waive any condition specified a Supply Agreement in this Section 6(b) if it executes a writing so stating at or prior the form set forth in Exhibit E attached hereto pursuant to which ITR USA, Inc. will supply tires bearing the “Capitol” and “Negotiator” marks to Buyer and its Affiliates subsequent to the Closing.;

Conditions to Buyer’s Obligation. The Except as otherwise expressly provided in this Agreement, the obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditionsconditions on or before the Closing Date: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section 4 above shall be true Article 5 and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall Article 10 hereof will be true and correct in all respects at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement or, in the case of any representations and warranties made as of a specified date earlier than the Closing Date; , on and as of such earlier date (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closingeither case, without taking into account any disclosures made by Seller or PDK to Buyer pursuant to Section 4.1(e), Section 5.22 or Section 10.7 hereof), except where the failure of such representations and warranties to the extent be true and correct could not reasonably be expected to have a Material Adverse Effect (as defined in Section 4.2(a)(ii)), it being agreed that for purposes of determining such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or for purposes of this Section 3.2(a), all references to "materiality", "Material Adverse Change,Effect" and words of similar import contained in which case Target the representations and warranties of Seller and PDK shall be disregarded; (b) Seller and PDK will have performed and complied with in all material respects all of such the covenants (as so written, including the term "material" or "Material") in all respects through and agreements required to be performed by them under this Agreement prior to the Closing; (ivc) all consents and approvals by governmental agencies and other third parties that are set forth on the attached "Required Consents Schedule" and releases of all Liens on the Purchased Assets will have been obtained on terms and conditions reasonably satisfactory to Buyer; (d) all necessary filings with regulatory authorities will have been made and all waiting periods will have expired; 10 (e) all Government Licenses that are required to own and operate the Purchased Assets and to carry on the Business as now conducted will have been transferred to or obtained by (or, if not required at Closing, applied for by) Buyer on terms and conditions no less favorable to Buyer than they are to Seller; (f) PDK shall have executed and delivered a Transition Services Agreement with Buyer in form and substance to be mutually agreed to by Buyer and PDK prior to the Closing; (g) Seller shall have delivered to Buyer, copies of all assignments and other instruments of transfer and conveyance as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer, which are effective to vest in Buyer all right, title and interest in and to all Proprietary Rights (including any Proprietary Rights licensed from a third party) and, prior to such conveyance to Buyer, Seller's title to all such Proprietary Rights shall have been recorded or updated with the appropriate government office or entity, including, but not limited to, the United States Patent and Trademark Office and the United States Copyright Office; (h) no action, suit, action or proceeding shall before any court or government body will be pending or threatened before any court which, in the reasonable judgment of Buyer, makes it inadvisable or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of undesirable to consummate the transactions contemplated by this Agreement to be rescinded following consummationby reason of the probability that the action or proceeding will result in a judgment, (C) adversely affect decree or order that would prevent the right carrying out of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, this Agreement or (D) adversely affect the right of any of the former Subsidiaries transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded; (i) on the Closing Date, Seller and the PDK, as applicable, shall have delivered to Buyer each of the following: (i) a certificate from an officer of Seller in a form to be agreed to by Buyer and Seller prior to own its assets the Closing, dated the Closing Date, stating that the preconditions specified in subsections (a) through (g) hereof, inclusive, have been satisfied (taking into account any disclosures made by Seller or PDK to Buyer pursuant to Section 4.1(e), Section 5.22 or Section 10.7 hereof); (ii) certified copies of the resolutions duly adopted by Seller's board of directors and shareholders and PDK's board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iii) copies of all necessary governmental and third party consents, approvals, releases and filings required in order to operate its business effect the transactions contemplated by this Agreement and the other agreements contemplated hereby; (iv) a copy of the ▇▇▇▇ of Sale, in the form to be agreed to by Buyer and no Seller prior to the Closing, and such injunctionother instruments of sale, judgmenttransfer, orderassignment, decreeconveyance and delivery, rulingin form and substance reasonably satisfactory to counsel for Buyer, or charge shall be as are required in effect)order to transfer to Buyer good and marketable title to the Purchased Assets, free and clear of all Liens; (v) Target shall have delivered such other documents or instruments as Buyer reasonably requests to Buyer a certificate to effect the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respectstransactions contemplated hereby; (vij) this Agreement and the Merger shall Buyer will have received from the Requisite Seller's counsel, Berlack, Israels & ▇▇▇▇▇▇▇▇, LLP, a legal opinion, addressed to Buyer Stockholder Approval;and dated as of the Closing Date, in a form to be agreed to by counsel for Buyer and Seller prior to the Closing Date; and (viik) all actions All proceedings to be taken by Target Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer will be reasonably satisfactory in form and substance to BuyerBuyer and its counsel. Buyer may waive any Any condition specified in this Section 6(b) if 3.2 may be waived by Buyer; provided that no such waiver will be effective unless it executes is set forth in a writing so stating at or prior to the Closingexecuted by Buyer.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing Transaction is subject to the satisfaction of the following conditionsconditions as of the Closing: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) Each of the representations and warranties set forth made by Seller in Section 4 above this Agreement, in any Related Agreement, and in the certificates described in Sections 2.4(b), and 7.5 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (b) Seller shall have delivered to Buyer: i) a signed acknowledgement from U.S. Bank, National Association, releasing all Liens relating to the Purchased Assets and all Liens relating to the Table Games Field of Use in the Licensed Patents, all as set forth in the form of Exhibit A attached hereto; ii) a signed waiver and release from Ableco, releasing all Liens relating to the Purchased Assets, together with a non-disturbance agreement with respect to the Licensed Patents, all as set forth in the form of Exhibit B attached hereto; iii) Target any and all appropriate documentation to be filed with the U.S. Patent and Trademark Office and the U.S. Copyright Office, reflecting the release of Liens on the Purchased Assets contemplated by this Agreement; iv) duly authorized UCC-3 amendment statements evidencing release of all Liens relating to the Purchased Assets in all jurisdictions identified by the Buyer; and v) any other document, waiver, acknowledgement, certificate, financing statement and/or release reasonably requested by Buyer to evidence the release of any Liens on the Purchased Assets, and the release, but only to the extent relating to the Table Games Field of Use, of any Liens on the Licensed Patents; (c) Seller shall have performed received or obtained all third party and complied with approvals that are necessary for the consummation of the Transaction or that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of any Assumed Contract, (collectively, the “Third-Party Approvals”), in each case on terms reasonably satisfactory to Buyer; (d) Buyer and Seller each shall have received or obtained all Board and, if applicable, stockholder approvals that are necessary for the consummation of its covenants hereunder in all material respects through the Transaction and Buyer’s operation of Seller’s Table Games Business following the Closing, except in each case on terms satisfactory to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the ClosingBuyer; (ive) Since June 30, 2007, there shall have been no actionmaterial adverse change or development in the financial condition, operating results, assets, operations, business prospects, value, employee relations or customer or supplier relations of Seller’s Table Games Business taken as a whole; (f) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby, or that could have a material adverse effect on the business, financial condition, operating results, assets, operations or business prospects of Seller’s Table Games Business taken as a whole or adversely affect the right of Buyer or its Affiliates to own, operate, control or license (as applicable) all or any portion of the Purchased Assets, Seller’s Table Games Business, or the Licensed Patents, no investigation that could result in any such suit, action or proceeding shall be pending or threatened before threatened, and Seller shall not have received any court or quasi-judicial or administrative agency offer to license any Table Game Intellectual Property that could be deemed to give notice of any federalsuch suit, state, local, action or proceeding; (g) Seller has neither filed for bankruptcy protection nor is “insolvent” as that term is defined in the Bankruptcy Code (“Insolvent”). (h) Seller shall have delivered to Buyer non-foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any Person affidavits as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code so that Buyer is exempt from withholding any portion of the Purchase Price thereunder; (i) Seller shall have delivered to Buyer duly authorized and executed originals of this Agreement and of each Related Agreement; (j) Seller shall have delivered to Buyer legal opinions, dated the Closing Date, of both in-house and outside counsel to Seller, each in form and substance reasonably acceptable to Buyer, and on which Buyer and any lenders of Buyer shall be entitled to rely; (k) Seller shall have delivered to Buyer the Table Games Business Books and Records; (l) Seller shall have received an opinion, and confirmed receipt of same to Buyer, in form and substance typical for transactions of the type contemplated by this Agreement, (B) cause any from ▇▇▇▇ Capital Partners LLC, which is experienced in transactions of the transactions type contemplated by this Agreement Agreement, stating that the Purchase Price is fair and reasonable in all respects to be rescinded following consummationSeller, (C) adversely affect the right of Surviving Corporation to own the former assetsits shareholders, to operate the former businessits creditors, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)other stakeholders; (vm) Target Seller shall have delivered to Buyer a certificate consents and agreements from all third party manufacturers and suppliers that supply any proprietary parts, components, or other deliverables to Seller necessary for Buyer to conduct Seller’s Table Games Business in the manner conducted immediately prior to the effect that each of Closing after the conditions specified above in 6(b)(i)-(iv) is satisfied in all respectsClosing; (vin) [Intentionally Omitted]; (o) Seller shall have, prior to the Closing Date, performed and complied in all material respects with any of its covenants and agreements required to be performed by it pursuant to the Agreement and the Related Agreements; (p) Seller executing the vendor letters attached hereto as the Vendor Schedule to each of Seller’s vendors; and (q) Seller shall have performed and complied in all material aspects with all of its covenants and agreements required to be performed by it pursuant to this Agreement and the Merger shall have received Related Agreements prior to the Requisite Buyer Stockholder Approval; (vii) all actions Closing Date. All proceedings to be taken by Target Seller in connection with the consummation of the transactions contemplated hereby Transaction and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will Transaction reasonably requested by Buyer shall be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition Any conditions specified in this Section 6(b) if it executes a 3.1 may be waived only in writing so stating at or prior to by Buyer and specifying in reasonable detail the Closingprovision being waived.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) each of the Buyer Protection Order and the Confirmation Order shall be a Final Order; (b) Seller shall have performed and complied in all material respects with all of its obligations, or cured any failure to so perform and comply, under this Agreement and any Order of the Merger Bankruptcy Court relating to this Agreement to be performed by it at or prior to Closing; provided, however, that if any portion of any obligation is already qualified by materiality, for purposes of determining whether this condition has been satisfied with respect to such portion of such obligation, Seller shall have received the Requisite Target Stockholder Approvalperformed and complied in all respects with such portion of such obligation; (iic) the representations and warranties set forth of Seller contained in Section 4 above this Agreement, and in the certificates, schedules, exhibits and attachments delivered to Buyer pursuant hereto, shall be true and correct in all material respects at on the date hereof and on the Closing Date as though such representations and warranties were made on and as of the Closing Date; provided, except to the extent however, that if any portion of any such representations and warranties are representation or warranty is already qualified by the term "material," materiality, for purposes of determining whether this condition has been satisfied with respect to such portion of such representation or contain terms warranty, such as "Material Adverse Effect" portion of such representation or "Material Adverse Change," in which case such representations and warranties (warranty as so written, including the term material or Material) shall qualified must be true and correct in all respects at and as of the Closing Daterespects; (iiid) Target except as set forth on Schedule 6.2(d), since the date of this Agreement no event shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except occurred which has or would reasonably be expected to the extent that such covenants are qualified by the term "material," or contain terms such as "have a Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (ive) no action, suit, all material Consents of or proceeding shall be pending Permits from any Governmental Entity or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent other Person necessary to permit the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect and the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any operation of the former Subsidiaries Business following the Closing in the Ordinary Course of Buyer to own its assets and to operate its business (and no such injunctionBusiness shall have been received, judgment, order, decree, ruling, or charge shall be in effect)full force and effect and shall not have been revoked as of the Closing Date, including all necessary approvals to consummate the transactions from the Gaming Authorities; (vf) Target Seller shall have delivered all of the items set forth in Exhibit C to be delivered by Seller; and (g) the Title Company shall have irrevocably committed to issue to Buyer a certificate as of the Closing an ALTA Owner's Policy of Title Insurance (policy form 1992) (the "Title Policy") on standard rates covering the Real Property in the amount of One Hundred Ten Million Dollars ($110,000,000), with the creditors' rights exclusion from coverage deleted, containing no exceptions for monetary liens or encumbrances (including, without limitation, mortgages, deeds of trust, property taxes which are past due or currently due and payable, fines or other amounts owed to any Governmental Entity) and only the Permitted Exceptions, including any easements benefiting the subject Real Property as parcels and containing such endorsements as Buyer may reasonably request. Buyer shall pay all fees and costs associated with obtaining the Title Policy. Notwithstanding anything in this Section 6.2 to the effect that each contrary, Buyer may not exercise its rights under Section 6.2(b), Section 6.2(c), or Section 6.2(d) unless and until Buyer could reasonably be expected to suffer aggregate Damages under such sections in excess of Two Million Dollars ($2,000,000); provided that, at the conditions specified above in 6(b)(i)-(iv) is satisfied in Closing, Buyer recovers all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instrumentssuch Damages as an adjustment to, and other documents required to effect reduction of, the transactions contemplated hereby will be reasonably satisfactory Cash Purchase Price in form and substance to Buyerthe amount of such aggregate Damages, less the Deductible. Buyer may waive any condition specified in this Section 6(b) 6.2 if it Buyer executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 ss.3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "material" and "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its pre-Closing covenants hereunder in all material respects as of and through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "material" and "Material Adverse Effect" or "Material Adverse Change," in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects as of and through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before in effect any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent change in law, rule or regulation preventing consummation of any of the transactions contemplated by this Agreement; (iv) Seller shall have signed and executed Convertible Debenture and Standby Equity Distribution Agreement with Cornell Capital Partners, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);LP; and (v) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivss.7(a)(i)-(iv) is has been, and remains as of the Closing Date, satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(bss.7(a) if it executes a writing so stating by written notice to such effect delivered in Buyer's sole and absolute discretion at or any time prior to or as of the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall will have received the Requisite Target Company Stockholder Approval; (ii) Company and its Subsidiaries will have procured all of the third-party consents specified in §5(b) above; (iii) the representations and warranties set forth in Section 4 §3 above shall will be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall will be true and correct in all respects at and as of the Closing Date; (iiiiv) Target shall Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," , or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target shall Company will have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivv) no action, suit, or proceeding shall will be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of BuyerCompany, or (D) adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall will be in effect); (vvi) Target shall Company will have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§6(a)(i)-(v) is satisfied in all respects; (vivii) this Agreement and the Merger shall Registration Statement will have received become effective under the Requisite Buyer Stockholder ApprovalSecurities Act; (viiviii) the Buyer Shares that will be issued in the Merger will have been approved for listing on Nasdaq, subject to official notice of issuance; (ix) Buyer will have received from counsel to Company an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Buyer, and dated as of the Closing Date; and (x) all actions to be taken by Target Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b§6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) Subject to Section 7.06(a), the representations and warranties set forth in Section 4 Article IV and Article VI above shall be true and correct in all material respects at and as of the Closing DateDate (other than such representations and warranties that expressly refer to a specific date, in which case such representations and warranties shall be true and correct in all material respects only as of such date), except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing DateDate (other than such representations and warranties that expressly refer to a specific date, in which case such representations and warranties shall be true and correct in all respects only as of such date); (iiib) Target Sellers shall have performed and complied with all of its their covenants and agreements hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivc) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vd) Target Sellers shall have delivered to Buyer at Closing the following: (i) a certificate certificate, dated as of the Closing Date, to the effect that each of the conditions specified above in 6(b)(i)-(ivclauses (a), (b) and (c) is satisfied in all respects; (viii) certified copies of the Certificate of Organization certified as of a recent date by the Iowa Secretary of State and certified by the secretary of the Company as to the absence of any amendments between the date of certification by the Iowa Secretary of State and the Closing Date; (iii) certificates dated as of a date not more than 15 days prior to the Closing Date as to the good standing (where such concept is recognized under applicable law) of the Company and its Subsidiaries, issued by the appropriate Governmental Entity of its jurisdiction of organization; (iv) a certificate, dated as of the Closing Date, of the Sellers as the members of the Company attaching a true and correct copy of the Certificate of Organization and Operating Agreement, as well as the resolutions approving this Agreement and the Merger shall transactions contemplated hereby; (v) evidence, reasonably satisfactory to Buyer, that all necessary consents or amendments to the Company Option Plans and each Company Option Agreement required to (A) effectuate the provisions of Section 2.03 and (B) terminate, upon the Closing Time, each Company Option Plan and each Company Option Agreement, as provided for in Section 7.08, have received been made or obtained; (vi) a duly executed resignation letter, in form and substance reasonably satisfactory to Buyer, from each manager, director and officer of the Requisite Buyer Stockholder ApprovalCompany and each Subsidiary thereof; (vii) all actions a Form W-9 duly completed and signed by each Seller and each Change in Control Bonus Plan Participant and Optionholder; and (viii) executed copies of the Participation Agreements for each of the Indemnifying Bonus Plan Participants; (e) Subject to be taken by Target in connection with consummation Section 7.06(a), no Material Adverse Change shall have occurred since the date of this Agreement; (f) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to consummate the transactions contemplated hereby and all certificatesshall have been filed, opinionsmade or obtained, instruments, and other documents required to effect including clearance under the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act. Buyer may waive any condition specified in this Section 6(b) 9.01 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation obligations of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction satisfaction, or waiver by Buyer if legally permissible, of the following conditions: (ia) this Agreement except with respect to representations and the Merger shall have received the Requisite Target Stockholder Approval; (ii) warranties that address matters of a certain date, which need only be true and correct as of such certain date, the representations and warranties set forth in Section 4 3.1 and Article IV above (which for purposes of this Section 7.1(a) shall be deemed not to include any qualification with respect to materiality whether by reference to “Material Adverse Effect,” “in all material respects” or otherwise) shall be true and correct in all material respects at and as of the Closing Date as though made on and as of the Closing Date, except to the extent that for breaches of such representations and warranties are qualified by that, individually or in the term "material," aggregate, would not have or contain terms such as "would not reasonably be expected to have a Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Parent and the Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (ivc) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vd) Target Parent and each Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7.1(a) through Section 7.1(c) is satisfied in all respects; (vie) this Agreement all applicable waiting periods (and any extensions thereof) or required approvals, authorizations or consents under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, other applicable domestic laws or regulations (other than completion of the Exon-▇▇▇▇▇▇ Amendment review process and the Merger approval from the DSS under the NISPOM referred to in Section 5.10 above) or any similar applicable law or regulation in the European Union or under any other foreign jurisdiction shall have received the Requisite Buyer Stockholder Approvalexpired, been obtained or otherwise been terminated, as applicable; (viif) no change, event, development or effect shall have occurred since the Balance Sheet Date which, individually or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect; (g) Parent shall have delivered to Buyer a certificate regarding RAHI, in compliance with the Code and Treasury Regulations, in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that RAHI is not a foreign person; (h) Parent shall have delivered to Buyer an executed counterpart to each of the Ancillary Agreements; (i) all Intercompany Payables and Intercompany Receivables shall have been canceled pursuant to documentation in form and substance reasonably satisfactory to Buyer; (j) the industrial revenue bonds set forth on Section 7.1(j) of the Disclosure Schedule shall have been transferred to Buyer, an Affiliate of Buyer or any of the Target Companies or Target Subsidiaries pursuant to documentation in form and substance reasonably satisfactory to Buyer; and (k) all actions to be taken by Target Parent and the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing hereunder is subject to satisfaction of the following conditionsconditions on the Closing Date: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iiA) the representations and warranties of Sellers set forth in Section 3(a)(i), Section 3(a)(ii), Section 3(a)(iv) and Section 3(a)(v) above and the representations and warranties of the Company set forth in Section 4(a), Section 4(b), Section 4(c), Section 4(e), and Section 4(g) above shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the date of this Agreement and the Closing Date, with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date); (B) the representations and warranties of the Company set forth in the first sentence of Section 4(i) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date; and (C) all other representations and warranties of Sellers set forth in Section 3(a) above and of the Company set forth in Section 4 above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing DateDate (without giving effect to any “material”, “materiality” or “Material Adverse Effect” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except to the extent that such for representations and warranties are qualified by which relate to any other a specific date, the term "material," accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or contain terms such as "would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers and the Company shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing; (iii) Since the date of this Agreement, except there has not been any event, development, effect, condition or change that, individually or in the aggregate, has had or would reasonably be expected to the extent that such covenants are qualified by the term "material," or contain terms such as "have, a Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding Buyer shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would have received (A) prevent an officer’s certificate signed by a duly authorized officer of the Company to the effect that the conditions set forth in Section 7(a)(i), Section 7(a)(ii) and Section 7(a)(iii) have been satisfied with respect to the Company and (B) an officer’s certificate signed by each Seller to the effect that the conditions set forth in Section 7(a)(i) and Section 7(a)(ii) have been satisfied with respect to such Seller; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement all applicable waiting periods (and any extensions thereof) under the Merger ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have received the Requisite Buyer Stockholder Approvalexpired or otherwise been terminated; (vii) all actions to be taken by Target each Related Party Contract (other than those Contracts set forth in connection with consummation Section 5(g) of the transactions contemplated hereby Disclosure Schedule) shall have been terminated with no continuing liability to the Company or any of its Subsidiaries; (viii) Sellers’ Representative and the Company shall have delivered all certificatesitems set forth in Section 2(d) for which they are obligated to deliver; and (ix) Buyer shall have received, opinionsat least three (3) Business Days prior to the Closing Date, instrumentscopies of customary payoff letters and release documentation, which shall include, or include specific authorization to prepare and file, UCC-3 termination statements (or any other documents required to effect applicable termination statement) terminating all security interests prior to, or simultaneously with, the transactions contemplated hereby will be reasonably satisfactory Closing, in form and substance reasonably satisfactory to Buyer, in respect of each item of the Funded Indebtedness set forth on Section 7(a)(ix) of the Disclosure Schedule (the “Debt Payoff Letters”). Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall will have received the Requisite Target Company Stockholder Approval; (ii) Company and its Subsidiaries will have procured all of the third-party consents specified in §5(b) above; (iii) the representations and warranties set forth in Section 4 §3 above shall will be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall will be true and correct in all respects at and as of the Closing Date; (iiiiv) Target shall Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," , or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target shall Company will have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivv) no action, suit, or proceeding shall will be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of BuyerCompany, or (D) adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall will be in effect); (vvi) Target shall Company will have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§6(a)(i)-(v) is satisfied in all respects; (vivii) this Agreement and the Merger shall Registration Statement will have received become effective under the Requisite Buyer Stockholder ApprovalSecurities Act; (viiviii) the Buyer Shares that will be issued in the Merger will have been approved for listing on Nasdaq, subject to official notice of issuance; (ix) Buyer will have received from counsel to Company an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Buyer, and dated as of the Closing Date; (x) Buyer’s and Company’s Board of Directors shall have finally approved and ratified the Merger and the agreements and documents contemplated thereby, including without limitation this Agreement, the Company Disclosure Schedule, Company Information Statement, and Registration Statement, within ten (10) days of the date of this Agreement; and (xi) all actions to be taken by Target Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b§6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iii) is satisfied in all respects; (viv) this Agreement the Parties and the Merger IBEX shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vi) Seller’s full and complete performance of all of its requirements, conditions, and obligations under the Requisite Buyer Stockholder ApprovalPurchase Agreement; (vii) all actions Seller will cause to be taken by Target in connection with consummation delivered a certificate of the corporate secretary of the Parent regarding the approval and authorization for Seller and IBEX to enter into the transactions contemplated hereby by this Agreement and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory Purchase Agreement in form and substance reasonably satisfactory to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.; and

Conditions to Buyer’s Obligation. The obligation obligations of Buyer Buyers under this Agreement are subject to consummate the transactions to be performed by it in connection with satisfaction on or before the Closing is subject to satisfaction Date of the following conditions, any of which may be waived by Buyers by proceeding with the Closing: (ia) this Agreement The Representations and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties Warranties of Sellers set forth in Section 4 above this Agreement shall be true and correct in all material respects at on and as of the Closing Date, except to Date with the extent that same effect as though made on such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target date. Sellers shall have performed all obligations and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated required by this Agreement to be rescinded following consummation, (C) adversely affect performed or complied with by Sellers prior to or on the right of Surviving Corporation to own the former assets, to operate the former business, Closing Date and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Sellers shall have delivered to Buyer Buyers, a certificate certificate, dated as the Closing Date, to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects;such effects. (vib) No suit, action or other proceeding shall be pending before any court or other government agency in which it is sought to restrain or prohibit performance of this Agreement and or the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificatesherein or in connection herewith to subject either Buyer to liability on the ground that it has breached any law or duty or otherwise acted improperly, opinionsnor shall any such suit, instruments, and other documents required to effect the transactions contemplated hereby will action or proceeding be threatened; (c) Sellers shall have delivered in form reasonably satisfactory in form to Buyers and substance to Buyerconsistent with this Agreement the documents identified below: 1. Buyer may waive any condition specified in this Section 6(bA Certificate of Good Standing of each Seller, dated not earlier than thirty (30) if it executes a writing so stating at or days prior to the ClosingClosing Date, from the Secretary of State of Illinois. 2. An assignment to INMD transferring to INMD all of the right, title and interest of MSO and/or AMG in and to all telephone numbers utilized by MSO and/or AMG in the operation of the Practice at Buffalo Grove, Illinois. 3. An assignment of all office and equipment leases listed on Exhibits 5.06(a). INMD will provide to MSO an amount equal to any security deposit held by the Lessor under such lease(s). 4. Such bills of sale and instruments of title as requested by Buyers as shall convey to Buyers, respectively, the Tangible and Intangible Practice Assets , free and clear of all liens. 5. An assignment to INMD and/or FCI of all executory agreements of AMG and/or MSO set forth on or referred to in Exhibit 5.06(a) including separate assignments of each agreement listed in Paragraph 5 of Exhibits 1.01. 6. Good standing certificates for AMG and MSO dated not more than 15 days prior to the Closing Date.

Conditions to Buyer’s Obligation. The Except as otherwise expressly provided in this Agreement, the obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditionsconditions on or before the Closing Date: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section Article 4 above shall hereof will be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at though then made and as of though the Closing DateDate were substituted for the date of this Agreement; (iiib) Target shall Seller will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such the covenants (as so written, including the term "material" or "Material") in all respects through and agreements required to be performed by it under this Agreement prior to the Closing; (ivc) all consents and approvals by governmental agencies and other third parties that are necessary for the consummation of each of the transactions contemplated hereby and releases of Liens on the Purchased Assets; (d) all necessary filings with regulatory authorities will have been made and all necessary waiting periods shall have expired; (e) all Government Licenses that are required to own and operate the Purchased Assets and to carry on the Business as now conducted will have been transferred to or obtained by (or, if not required at Closing, applied for by) Buyer on terms and conditions no less favorable to Buyer than they are to the Seller; (f) Seller shall have executed and delivered the Lease Agreement; (g) no action, suit, action or proceeding shall before any court or government body will be pending or threatened before any court which, in the reasonable judgment of Buyer, makes it inadvisable or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of undesirable to consummate the transactions contemplated by this Agreement to be rescinded following consummationby reason of the probability that the action or proceeding will result in a judgment, (C) adversely affect decree or order that would prevent the right carrying out of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, this Agreement or (D) adversely affect the right of any of the former Subsidiaries of Buyer transactions contemplated hereby, declare unlawful the transaction contemplated hereby or cause such transactions to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)rescinded; (vh) Target on the Closing Date, the Seller, as applicable, shall have delivered to Buyer a certificate to the effect that each of the conditions following: (i) a certificate from an officer of each Seller in the form set forth as Exhibit 3.2(h)(i) attached hereto, dated the Closing Date, stating that the preconditions specified above in 6(b)(i)-(ivsubsections (a) is satisfied in all respectsthrough (g) hereof, inclusive, have been satisfied; (viii) certified copies of the resolutions duly adopted by each Seller’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement and the Merger shall have received other agreements contemplated hereby, and the Requisite Buyer Stockholder Approvalconsummation of all transactions contemplated hereby and thereby; (viiiii) copies of all actions necessary governmental and third party consents, approvals, releases (including releases of all Liens on the Purchased Assets) and filings required in order to effect the transactions contemplated by this Agreement and the other agreements contemplated hereby; (iv) such instruments of sale, transfer, assignment, conveyance and delivery, in form and substance reasonably satisfactory to Buyer, as are required in order to transfer to Buyer good and marketable title to the Purchased Assets, free and clear of all Liens including, but not limited to a certificates issued by the U.S. Patent and Trademark Office evidencing assignment and registration of all right, title and interests in and to Seller’s domestic and international patents; and (v) such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby; (i) Buyer and its employees, agents, lenders, investors, environmental consultants and accounting and legal representatives shall have completed their environmental, tax, accounting, business and legal due diligence review of the Seller, the Business and the Purchased Assets, and Buyer shall be satisfied with the results of such due diligence review in its sole discretion; (j) All proceedings to be taken by Target the Seller in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer will be reasonably satisfactory in form and substance to Buyer and its counsel; and (k) All Exhibits, Schedules and other attachments deliverable by Seller shall have been reviewed and accepted by Buyer in form and substance and attached hereto. (l) This Agreement and all transactions described herein shall be been reviewed and approved by Buyer’s shareholders and directors, and documented through resolutions delivered pursuant to Section 3.1 (e). Buyer may waive any Any condition specified in this Section 6(b) if 3.2 may be waived by Buyer; provided that no such waiver will be effective unless it executes is set forth in a writing so stating at or prior to the Closingexecuted by Buyer.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 inss.3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivinss.7(a)(i)-(iii) is satisfied in all respects; (v) Seller shall have delivered to Buyer evidence of the release of all Liens on the Target Shares and Target's assets, Intellectual Property, inventory, general intangibles, proceeds, equipment, etc. held by The Chase Manhattan Bank, as Administrative Agent, and any other obligations that Target may have had to any lender or creditor of Seller or any Affiliate of Seller; (vi) this Seller shall have delivered to Buyer an executed copy of the License Agreement; (vii) Parent shall have delivered to Buyer executed copies of all documents necessary to transfer the Intellectual Property, including but not limited to a Domain Name Transfer Agreement and in substantially the Merger form attached hereto as Exhibit IV; (viii) Seller shall have received the Requisite Buyer Stockholder Approval;resignations, effective as of the Closing, of each director and officer of Target; and (viiix) all actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(bss.7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section 4 3 above shall be have been accurate, true and correct in all material respects at on and as of the date of this Agreement and, except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as though made by CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and/or Caterpillar (as applicable) on and as of the Closing Date; provided, except to the extent that if one or more of such representations and or warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so writtenis not accurate, including the term material or Material) shall be true and correct in all material respects at on and as of any such date, the Closing Date;conditions precedent in this Section 7(a)(i) shall nevertheless be deemed satisfied unless the inaccuracy, falsity or incorrectness of such representations or warranties would reasonably be expected to have a Material Adverse Effect. (iiiii) Target CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, order or charge would (A) prevent decree in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iii) is satisfied in all respects; (v) Seller shall have informed Buyer in writing that it has concluded to its satisfaction any required employee, employee representative and/or trade union information and consultation obligations in accordance with applicable law and/or relevant agreements; and (vi) this Agreement JLG and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target its Affiliates satisfying any required employee, employee representative and/or trade union information and consultation obligations in connection accordance with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyerapplicable law and/or relevant agreements. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 §3 and 5 above shall be true and correct as of the date of this Agreement and in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; provided, however, that this closing condition shall not be interpreted to require Sellers to maintain a relationship with any particular customer or customers through the Closing; (iiiii) Target Each Seller and Stockholder shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iviii) Each Seller shall have procured all of the third-party consents specified in §6(b) above (and shall have provided copies of such consents to Buyer) and no action, suit, or proceeding shall be pending before (or threatened before that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect), or (C) adversely affect the right of Buyer to own the Acquired Assets and to operate the former business of such Seller (provided that this subparagraph (iii) shall not apply to matters under the HSR Act); (viv) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§8(a)(i)-(iii) is satisfied in all respects; (viv) this Agreement and the Merger Buyer shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in §3(c) and §4(c) above; (vi) Stockholder’s Affiliate that owns the Requisite Buyer Stockholder ApprovalLeased Real Property shall have entered executed and delivered a lease agreement for each parcel of the Leased Real Property in the form of Exhibit G and Sellers shall have obtained and delivered to Buyer, if requested by Buyer’s lenders, in connection with any Leased Real Property, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in customary and commercially reasonable form and substance reasonably satisfactory to Buyer’s lenders; (vii) All waiting periods specified by Law including under the HSR Act, the passing of which is necessary for the consummation of transactions contemplated by this Agreement, shall have expired or terminated, and the applicable waiting periods shall have expired for notices provided under the WARN Act or any similar state or local Law that may result from an “Employment Loss,” as defined by 29 U.S.C. Sect. 2101(a)(6), with respect to any employee of the Acquired Business; (viii) There shall have been, since the date of this Agreement, (i) individually or in the aggregate, no Material Adverse Effect; or (ii) no Material Adverse Changes in the Sellers’ or Stockholder’s ability to consummate any of the transactions contemplated hereby or to perform any of their respective obligations hereunder; (ix) Each Seller shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that such Seller is not a “foreign person” as defined in Code §1445 (the “FIRPTA Affidavit”); (x) All indebtedness of Sellers for borrowed money and letters of credit shall have been paid at Closing and Buyer shall have received copies of customary payoff letters from all holders of such indebtedness in for reasonably satisfactory to Buyer and Buyer shall have received recordable lien releases simultaneous with the Closing; (xi) no Casualty Loss has occurred with respect to any Acquired Asset that, individually or in the aggregate, would materially impair the operations of the Acquired Business of Sellers in the ordinary course consistent with past practices; and (xii) all actions to be taken by Target Sellers and Stockholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory customary and in commercially reasonable form and substance substance. The foregoing notwithstanding, in the event the Parties comply with a second request under the HSR Act and the applicable waiting period under the HSR Act has terminated, then the failure of one or more of the conditions set forth in this Section 8(a) shall not excuse the obligation of Buyer to Buyerconsummate the transactions to be performed by it in connection with the Closing if that failure or those failures, individually or in the aggregate, do not otherwise have a Material Adverse Effect. Buyer may waive any condition specified in this Section 6(b§8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement : Except where the failure of such representations and the Merger shall warranties to be true and correct would not reasonably be expected to have received the Requisite Target Stockholder Approval; (ii) a Material Adverse Effect, the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except (A) to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material "material" or Material"Material Adverse Effect") shall be true and correct in all respects at and as of the Closing Date; , (iiiB) Target as set forth in Annex I attached hereto and in the Disclosure Schedule (after giving effect to Section 5(f) above), and (C) with respect to representations and warranties that address matters of a certain date, in which case such representations and warranties shall be true and correct as of such certain date; Seller and Parent shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term terms such as "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target Seller and Parent shall have performed and complied with all of such covenants (as so written, including the term "material" or "MaterialMaterial Adverse Effect of Change") in all respects through the Closing; (iv) no action, suit, or proceeding ; there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target ; Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSections 7(a)(i)-(iii) is satisfied in all respects; (vi) this ; Reserved; Seller shall have delivered to Buyer evidence that the assets and stock of the Target Company are no longer subject to the Alpharma Credit Agreement and or the Merger Alpharma Credit Agreement Lien; Buyer shall have received from the Requisite Chief Legal Officer of Parent an opinion in form and substance to be reasonably agreed upon by Buyer Stockholder Approval; (vii) and Seller, addressed to Buyer and dated as of the Closing Date; the Target Company shall not have any indebtedness for borrowed money, including Intercompany Payables; and all actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditions: (ia) this Agreement All of the warranties of Seller contained in Articles 5 and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above 9 shall be true true, complete and correct in all material respects at on and as of the Closing DateDate as if made on the Closing Date and Buyer shall have received the certificate described in Section 12.03(a); (b) Buyer and Seller shall have received or obtained all governmental and regulatory consents and approvals as specified in Article 11 hereof, except and the waiting period under the HSR Act shall have expired or been terminated; (c) No injunction restraining or prohibiting the transactions contemplated hereby shall have been issued by a court or governmental authority; (d) Seller and its officers and counsel shall have executed and delivered the items described in Section 12.03 of this Agreement; (e) No material damage to or loss of any of the extent that such representations Business Assets by fire or other casualty shall have occurred between the date of this Agreement and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiif) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through obtained the Closing, except Required Consents listed on Disclosure Schedule 12.04(f) (the "Required Consents"); and (g) No changes to the extent that such covenants are qualified by Business or impairment of the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target Business Assets shall have performed occurred between the Effective Date and complied with all of such covenants (as so written, including the term "material" Closing Date which have resulted in or "Material") are likely to result in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any a significant and ongoing impairment of the transactions contemplated by this Agreementvalue of the Business as a going concern, other than changes which (Ba) cause any are a direct result of the transactions contemplated by this Agreement to be rescinded following consummationor the Buyer's acquisition of the Business and the Business Assets, including, without limitation, any strike or work stoppage by employees (Cor an employee group) adversely affect of the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of BuyerBusiness, or (Db) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, result from economic or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate market conditions which are external to the effect that each of Business and impact upon the conditions specified above demand or market for lead and associated products generally, including, without limitation, a decline in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closinglead prices.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above 2(a) shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date (as though made at and as of the Closing Date); provided, except to that the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," contained in which case such representations and warranties (as so written, including the term material or MaterialSection 2(a)(v) shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing Date (as though made at and as of the Closing Date); (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummationthe Closing, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, N▇▇▇▇▇ Units and to control the former Subsidiaries of BuyerCompany, or (D) adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Seller shall have delivered to Buyer a certificate certificate, signed by a manager of Seller, to the effect that each of the conditions specified above in 6(b)(i)-(ivSections 4(a)(i) and (ii) is satisfied in all respects; (viv) this Agreement and the Merger Buyer shall have received the Requisite resignations, effective as of the Closing, of each of the N▇▇▇▇▇ Group Managers and the Independent Manager (if any); (vi) Buyer Stockholder Approvalshall have obtained the Financing on terms and conditions reasonably satisfactory to Buyer; (vii) all actions Seller shall have delivered to be taken Buyer assignment instruments duly executed by Target the Naylors, in connection with consummation form and substance reasonably acceptable to Buyer, effecting an assignment of beneficiary from the Naylors to L▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of that certain life insurance policy (policy # AD20150674) issued on April 24, 2009 by ReliaStar Life Insurance Company; and (viii) Seller shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying the resolutions adopted by the board of managers of Seller relating to this Agreement and the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required the incumbency of the individuals authorized to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyerexecute this Agreement on behalf of Seller. Buyer may waive any condition specified in this Section 6(b4(a) if it he executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iii) Target shall have procured all of the third party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Target Shares and to control the former Subsidiaries of BuyerTarget, or (D) affect adversely affect the right of any of the former Subsidiaries of Buyer Target to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iv) is satisfied in all respects; (vi) this Agreement the Parties shall have received all other authorizations, consents, and the Merger approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) Buyer shall have received the Requisite resignations, effective as of the Closing, of each director and officer of Target other than those whom Buyer Stockholder Approvalshall have specified in writing at least five business days prior to the Closing; (viiviii) Buyer shall have obtained on terms and conditions satisfactory to it any debt or equity financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of Target after the Closing; (ix) all actions to be taken by Target the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer; (x) Target shall have obtained and delivered to Buyer a written consent for the assignment of each of the Leases, and, if requested by Buyer’s lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance satisfactory to Buyer and Buyer’s lender; (xi) [INTENTIONALLY OMITTED] (xii) [INTENTIONALLY OMITTED] (xiii) no damage or destruction or other change has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the Real Property or the operation of Target’s business as currently conducted thereon; (xiv) [INTENTIONALLY OMITTED] (xv) Sellers shall have delivered to Buyer copies of the certificate of incorporation of Target certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Target’s incorporation; (xvi) Sellers shall have delivered to Buyer copies of the certificate of good standing of Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Target’s organization and of each jurisdiction in which Target is qualified to do business; (xvii) Sellers shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Target, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation of Target since the date specified in clause (xv) above; (ii) the bylaws of Target; and (iii) any resolutions of the board of directors of Target relating to this Agreement and the transactions contemplated hereby; (xviii) Sellers shall have entered into a confidentiality, non-solicitation, non-compete and non-disparagement agreement (“Post-Closing Agreement”) with Target on terms satisfactory to Buyer, and such agreement shall be in full force and effect as of the Closing. (xix) Any amounts owed by Target to Sellers shall have been paid in full and, at the request of Buyer, Sellers shall deliver to Target a release to such effect in form and substance satisfactory to Buyer. (xx) Buyer shall have obtained the approval of its lenders of this Agreement and the transactions contemplated thereby and there shall be no payment default under Buyer’s loan agreements with its lenders unless waived by Buyer’s lenders; (xxi) Buyer shall have obtained the approval of its board of directors of this Agreement and the transactions contemplated thereby; (xxii) Target and Sellers shall have delivered to Buyer signed copies of the applicable forms and attachments thereto required in connection with the Section 338(h)(10) Election pursuant to Section 9(f) below; (xxiii) Buyer shall have received from B▇▇▇▇▇▇ and Company, LLP audited Financial Statements of Target for the year ended December 31, 2006; (xxiv) Sellers and Buyer shall have entered into the Registration Rights Agreement; and (xxv) Buyer’s acquisition of Stationary Power Services, Inc. shall have been completed as of the Closing Date. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate purchase the transactions to be performed by it in connection with the Closing Properties under this Agreement is subject to the satisfaction of each of the following conditions: conditions (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "MaterialBuyer's Conditions Precedent") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated which may be waived in whole or in part only in writing by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the ClosingClosing Date: (a) The Title Company shall be ready, willing and able to issue as of the Close of Escrow (i) ALTA extended coverage owners policies of title insurance (including mechanics' lien coverage, Form B-1970)("Owner's Title Policies") insuring fee ownership of each Property in the name of Buyer or its assignee in the amount of the Purchase Price allocated to such Property in Exhibit 5, subject only to the Permitted Exceptions and other items that have been approved by Buyer pursuant hereto with endorsements confirming that: (A) each Property is as shown on the applicable Survey (CLTA endorsement 116.1), (B) each Survey shows the correct location and dimensions of the applicable Property (CLTA endorsement 116), (C) each Property consists of one or more separate tax parcels, (D) each Property is one contiguous parcel (CLTA Form 116.4), (E) each Property is in compliance with all zoning laws (ALTA Form 3.1 and/or a zoning letter from the appropriate local land use agency, as required by the Lender), (F) each Property has road access (CLTA Endorsement 103.7) and, (G) such other endorsements as Buyer may reasonably require and (ii) ALTA lender's policies of title insurance ("Lender's Title Policies") in the original principal amount of the Loan with the endorsements referred to in Subsections (i) (A)-(F) above and the following endorsements: (A) covering loss from an environmental protection lien (ALTA Form 8.1) and (B) covering losses relating to restrictions, encroachments and minerals (ALTA Form 9). The Owner's and Lender's Title Policies shall be reinsured in an amount, and by a company or companies, acceptable to both Buyer and Lender. (b) Sellers shall have delivered to Escrow Holder the items described in Section 10.2.1. (c) Buyer shall have obtained (and the proceeds thereof shall have been deposited into Escrow) a nonrecourse loan (the "Loan") which when added to the Seller Carryback Loans shall total not less than 75% of the Purchase Price. The Loan (i) shall be secured by first deeds of trust on each of the Properties except the 4475 S. Eastern Property (ii) shall be payable interest only, at a rate not greater than LIBOR plus 340 basis points (ii) shall require the holder of the Loan ("Lender") to release a Property or Properties from liens securing such Loan upon payment to Lender of an amount equal to 115% of the Loan balance allocated to such Property or Properties (iii) shall not contain any yield maintenance premiums, bond deposit requirements, lockouts or any similar limitations upon, or penalties for, Loan prepayment and (iv) shall have a term (including extensions) of not less than two years. Buyer agrees to keep Sellers reasonably apprised of the status of the Loan and shall within one (1) business day after receipt of notice from Lender that one or more of the Properties will not be financed, send Sellers notice thereof. (d) There shall be no material breach of any of Sellers' representations, warranties or covenants set forth in Sections 5.1, 5.2, 6.1, and 6.2 as of the Close of Escrow. (e) Buyer shall not have terminated this Agreement in accordance with Sections 4.3, 5.3, 11.1 or 11.2 as to the Properties to be sold. (f) All parties shall be ready, willing and able to close the sale-leaseback described in, and in accordance with, the Other Contract.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section §3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iviii) no action, suit, or proceeding There shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§§7(a)(i) through 7(a)(iii)) is satisfied in all respects; (viv) this Agreement and the Merger Buyer shall have received from counsel to Seller an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Buyer, and dated as of the Requisite Buyer Stockholder ApprovalClosing Date; (viivi) all All actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of each of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties of Sellers and of Company set forth in this Agreement, including but not limited to those set forth in Section 3(a) and Section 4 above shall will be true and correct in all material respects at and as of the Closing DateDate as if then made, without giving effect to any supplement to the Disclosure Schedule, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material "material" or Material"Material Adverse Effect or “Material Adverse Change") shall will be true and correct in all respects at and as of the Closing DateDate as if then made, without giving effect to any supplement to the Disclosure Schedule; (iiiii) Target shall Company and Stockholders Representative will each have performed and complied with all of its their covenants hereunder in all material respects respects, and Sellers will have complied with all of their material covenants hereunder in all material respects, through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall Company and Stockholders Representative will each have performed and complied with all of such covenants (in all respects through the Closing, and Sellers will have complied with all of their material covenants hereunder in all respects through Closing, as so such covenants are written, including the term "material" or "MaterialMaterial Adverse Effect or “Material Adverse Change") in all respects through the Closing; (iviii) no action, suit, or proceeding shall there will not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target shall Stockholders Representative and Company each will have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iii) above is satisfied in all respects, except that the certificate may be qualified to the knowledge of the Stockholders Representative and Company without investigation as to the performance and compliance of the Sellers with their covenants and the accuracy of Sellers’ representations, and which shall also accurately state the amount of all Transaction Expenses incurred from July 1, 2009 through Closing; (v) Buyer, the Sellers, Company and Company’s Subsidiaries will have received all authorizations, consents, and approvals of Governmental Bodies and other Persons referred to in Section 3(a)(ii), Section 3(b)(ii) and Section 4(c) above, including without limitation approval of any required Form A filings by applicable state insurance regulatory authorities and all such authorizations, consents and approvals will be in full force and effect and will not contain or be subject to any conditions or other requirements not reasonably satisfactory to Buyer; (vi) this Agreement Company will have entered into executive employment agreements with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Merger shall have received the Requisite with ▇▇▇▇▇▇ ▇▇▇▇▇ on such terms as may be satisfactory to Buyer Stockholder Approvaland Company; (vii) Buyer will have confirmed to its reasonable satisfaction that the consolidated GAAP book value of Company and its Subsidiaries as at June 30, 2009 was at least Twenty Six Million Five Hundred Thousand Dollars ($26,500,000). (viii) Company will have delivered to Buyer its GAAP-based financial statements as of and for the most recently available quarterly period prior to Closing prepared in a manner consistent with the Most Recent GAAP Financial Statements and for the most recently available monthly period prior to Closing prepared in a manner consistent with and similar to the monthly financial statements customarily prepared by Company in the Ordinary Course of Business, and Buyer will have confirmed to its reasonable satisfaction that the consolidated GAAP book value of Company and its Subsidiaries as at the end of such quarterly period and monthly period was at least Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) without regard to the impact of Transaction Expenses incurred after June 30, 2009; (ix) Buyer will have received from counsel to Company an opinion in form and substance reasonably satisfactory to it and its counsel, addressed to Buyer and dated as of the Closing Date; (x) Stockholders Representative or Company will have obtained and delivered to Buyer Joinder Agreements, and/or written consents to the Merger (in such form as is reasonably acceptable to Buyer), signed by Company Holders representing at least 90% of the Company Shares; (xi) Neither this Agreement (including the Disclosure Schedule) nor any certificate delivered pursuant hereto will have contained any untrue statement of a material fact relating to Company and its Subsidiaries taken as a whole, or omitted to state a material fact relating to Company and its Subsidiaries taken as a whole necessary to make the statements made, in light of the circumstances in which they are made, not misleading; and (xii) all actions to be taken by Target Stockholders Representative or Company in connection with consummation of the transactions contemplated hereby will have been taken and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive waive, in whole or in part, any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iii) each Company and its Subsidiaries shall have procured all of the third party consents required to be obtained by them as specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Interests and to control the former Subsidiaries of Buyereach Company and its Subsidiaries, or (D) affect adversely affect the right of either Company or any of the former its Subsidiaries of Buyer to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iv) is satisfied in all respects; (vi) this Agreement the Parties and the Merger each Company and its Subsidiaries shall have received the Requisite Buyer Stockholder Approvalall authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(i), Section 3(b)(ii), and Section 4(c) above; (vii) Buyer shall have obtained on terms and conditions reasonably satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of each Company and its Subsidiaries after the Closing; (viii) all actions to be taken by Target the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer; (ix) On the Closing, a title insurance company(s) satisfactory to Buyer (the “Title Company”) shall be unconditionally and irrevocably committed to issue (i) an ALTA Extended Coverage Policy of Title Insurance for each Owned Real Property, containing such endorsements as Buyer may reasonably require, insuring DWHII that fee simple absolute title to the Owned Real Property is vested in DWHII, with liability limits as required by Buyer, subject only to the Permitted Encumbrances; and (ii) an ALTA Extended Coverage Policy of Title Insurance for each Leased Real Property identified by Buyer (the "Material Leased Real Property"), containing endorsements as Buyer may reasonably require, insuring DWHI’s legal, valid, binding and enforceable leasehold interest in each Leased Real Property, with liability limits as required by Buyer, subject only to the Permitted Encumbrances. It is acknowledged by the Parties that Buyer may accomplish the issuance of the ALTA Extended Coverage Policy of Title Insurance for each Owned Real Property through appropriate endorsements to DWHII’s existing standard coverage owner’s policies of title insurance. Such policies of title insurance are referred to collectively herein as the “Title Policies”; (x) Buyer shall have obtained, no later than ten days prior to the Closing, a survey for each Material Leased Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor in the jurisdiction where the Real Property is located, satisfactory to Buyer, and conforming to such standards as the Title Company and Buyer require as a condition to the removal of any survey exceptions from the Title Policies, and certified to Buyer, Buyer’s lender, and the Title Company, in a form and with a certification satisfactory to each of such parties (the “Surveys”); the Surveys shall not disclose any encroachment from or onto any of the Real Property or any portion thereof or any other survey defect which has not been cured or insured over to Buyer’s reasonable satisfaction prior to the Closing; and Sellers shall have paid or committed to pay all fees, costs and expenses with respect to the Surveys; (xi) The Parties shall have obtained a written consent for the assignment of each of the Leases (the “Lease Consents”), and, if requested by Buyer’s lender, Buyer shall have obtained a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease, in form and substance satisfactory to Buyer and Buyer’s lender; (xii) Buyer shall have obtained an estoppel certificate with respect to each of the Leases, dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to Buyer (the “Estoppel Certificates”); (xiii) Buyer shall have obtained a non-disturbance agreement with respect to each of the Leases for the Material Leased Real Property, in form and substance satisfactory to Buyer, from each lender encumbering any real property underlying the Leased Real Property for such Lease (the “Non-Disturbance Agreements”); (xiv) Each Seller shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that such Seller is not a “Foreign Person” as defined in Code Section 1445 (the “FIRPTA Affidavit”); (xv) No damage or destruction or other change shall have occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the Real Property or the operation of either Company’s or its Subsidiaries’ business as currently conducted thereon; (xvi) Sellers shall have delivered to Buyer copies of the articles of organization or incorporation of each Company and each Subsidiary certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s formation; (xvii) Sellers shall have delivered to Buyer copies of the certificate of good standing of each Company and each Subsidiary issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s organization and of each jurisdiction in which each such Person is qualified to do business; (xviii) Sellers shall have delivered to Buyer a certificate dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (A) no amendments to the articles of organization of either Company since the date specified in clause (xx) above; and (B) the operating agreement of each Company; (xix) Buyer shall have satisfactorily completed its investigation of the Business, assets and financial condition of each Company and its Subsidiaries in connection with the transactions contemplated hereby and shall have been satisfied with such results. Buyer may waive shall have satisfactorily completed its investigation of any event or condition specified arising or discovered after the date of this Agreement that could reasonably be expected to result in this Section 6(ba failure of any of Buyer’s conditions hereunder to be fulfilled; (xx) if it executes a writing so stating Buyer and its Lender shall have completed, to its satisfaction, an environmental inspection of the facilities of each Company and each Subsidiary, and Buyer shall not have discovered, either in the course of the environmental inspection or at any time prior to the Closing Date, any actual or potential liabilities, contingent or otherwise, relating to environmental matters which might be asserted against either Company or any Subsidiary; (xxi) Seller shall have delivered lien releases to clear all liens and security interests currently recorded in favor of Sellers with respect to the Owned Real Property and Leased Real Property. (xxii) On or prior to the ClosingClosing there shall not have been filed by or against Sellers a petition in bankruptcy or a petition or answer seeking an assignment for the benefit of creditors, the appointment of a receiver, trustee, liquidation or dissolution or similar relief under the U.S. Bankruptcy Code or any state law, and there shall have been no material change in the financial condition of Sellers. (xxiii) Buyer shall have received copies of all temporary or permanent certificates of approval or occupancy for the Improvements on each Parcel issued by the relevant governmental authorities and all other certifications, permits, and licenses issued by the relevant governmental authorities and all other approvals as are necessary to occupy and use the Property for its intended use. (xxiv) Buyer shall have obtained an as-built survey which shall not show any defects, gaps, gores, encumbrances, easements, encroachments, rights of third parties or other defects or matters with respect to the Property which render title unmarketable or which differ from that shown on the Survey, other than the Permitted Exceptions, and which shall not indicate any violations of any applicable building or zoning code. (xxv) Buyer shall have received evidence reasonably satisfactory to Buyer that water, sewer, electric and telephone utilities have been installed, enter each Property through streets dedicated to the public or public or private easements benefiting a Property and are fully operational and are actually operating. (xxvi) Buyer shall have received Phase-I reports verifying that there have been no violations of environmental laws. (xxvii) Buyer shall have received true and correct copies of all current property tax bills and assessment notices pertaining to the Property.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions perform, fulfill or carry out its agreements, undertakings and obligations herein made or expressed to be performed by it in connection with performed, fulfilled or carried out on the Closing Date is and shall be subject to satisfaction fulfillment of or compliance with, on or prior to the Closing Date, the following conditionsconditions precedent, any of which may be waived by Buyer, in its sole discretion, in whole or in part: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) Each of the representations and warranties set forth of each Seller and each Partner contained in Section 4 above this Agreement shall be deemed to have been made again at and as of the time of the Closing and shall then be true and correct in all material respects except for changes contemplated by this Agreement. Each Seller and each Partner shall have performed and complied in all material respects, with all agreements, covenants and conditions required by this Agreement to be performed or complied with by each of them prior to or at the Closing. Buyer shall have been furnished with a certificate of each Seller and each Partner signed by its Chairman, President, Vice Chairman or general partner, as the case may be, dated the Closing Date, certifying to the fulfillment of the foregoing conditions by such Seller or such Partner and to the truth and correctness in all material respects, except for changes contemplated by this Agreement, as of the Closing Date, except to of the extent that such representations and warranties are qualified of such Seller or Partner contained herein. (b) There shall not then be pending by any third party any suit or proceeding to restrain or invalidate, in whole or in part, this Agreement or the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations transactions herein contemplated. (c) Buyer shall have been furnished with an opinion of Edwa▇▇▇ & ▇nge▇▇, ▇▇unsel for Sellers and warranties (as so writtenPartners, including the term material or Material) shall be true and correct in all respects at and as of dated the Closing Date;, substantially in the form of Exhibit 6.01(c) annexed hereto. (iiid) Target Buyer shall have performed and complied been furnished with all an opinion of its covenants hereunder Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇, FCC counsel for Sellers, dated the Closing Date, substantially in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all form of such covenants (as so written, including the term "material" or "Material"Exhibit 6.01(d) in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closingannexed hereto.

Conditions to Buyer’s Obligation. The obligation obligations of Buyer under this Agreement are subject to consummate the transactions to be performed by it in connection with satisfaction on or before the Closing is subject to satisfaction Date of the following conditions, any of which may be waived by Buyer by proceeding with the Closing: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties of Seller set forth in Section 4 above this Agreement shall be true and correct in all material respects at on and as of the Closing DateDate with the same effect as though made on such date. Seller shall have performed all obligations and complied with by Seller prior to or on the Closing Date and Seller shall have delivered to Buyer, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such a certificate, dated as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date;, to all such effects. (iiib) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, No suit, action or other proceeding shall be pending or threatened before any court or quasi-judicial other government agency in which it is sought to restrain or administrative agency prohibit performance of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect or the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificatesherein or in connection herewith to subject Buyer to liability on the ground that it has breached any law or duty or otherwise acted improperly, opinionsnor shall any such suit, instruments, and other documents required to effect the transactions contemplated hereby will action or proceeding be threatened except as disclosed on Exhibit 4.07(a); (c) Seller shall have delivered in form reasonably satisfactory to Buyer and consistent with this Agreement the documents identified below: 1. An assignment to Buyer transferring to Buyer all of the right, title and interest of Seller in and to all telephone numbers utilized by Seller in the operation of its business. 2. An assignment of all office and equipment leases listed on Exhibits 4.09 (a), including security deposits. 3. Such bills of sale and instruments of title as requested by Buyer as shall convey to Buyer all of the Practice Assets , free and clear of all liens. 4. An assignment to Buyer of all executory agreements of Seller set forth on or referred to in Exhibit 4.09 (a) including separate assignments of each agreement listed in Paragraph 5 of Exhibit 1.01 (a). 5. The opinion of ▇▇▇▇▇ Gamma, Esq., legal counsel to Seller and Physicians, dated the Closing Date, in the form and substance to Buyer. Buyer may waive any condition specified in this Section 6(bannexed hereto as Exhibit 8.01(c) if it executes a writing so stating at or prior to the Closing6.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) Target and its Subsidiaries shall have procured all of the third-party consents specified in Section 5 above; (iii) the representations and warranties set forth in Section 4 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," , or contain terms such as "Material Adverse Effect" Effect or "Material Adverse Change," , in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiiv) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," , or contain terms such as "Material Adverse Effect" Effect or "Material Adverse Change," , in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" material or "Material") in all respects through the Closing; (ivv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of BuyerTarget, or (D) adversely affect the right of any of the former Subsidiaries of Buyer Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vvi) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivthis Section 6(a)(i)-(v) is satisfied in all respects; (vivii) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (viiviii) Buyer shall have received from counsel to Target an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to Buyer, and dated as of the Closing Date; (ix) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditionsconditions on or before the Closing Date: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section 4 above shall Article II hereof, and each of the Exhibits to this Agreement, will be true and correct in all material respects at and as of the Closing Date, Date (except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) materiality shall be true and correct in all respects at and as of the Closing Daterespects); (iiib) Target shall Seller and Parent will have performed and complied with all of its the covenants hereunder in all material respects through the Closing, except and agreements required to the extent that such covenants are qualified be performed by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through each under this Agreement prior to the Closing; (ivc) no action, suit, Seller shall have provided to Buyer releases of all Liens against Seller and the Purchased Assets; (d) No action or proceeding shall before any court or governmental body will be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, decree or charge order would (A) prevent consummation the carrying out of this Agreement or any of the transactions contemplated by this Agreementhereby, (B) cause any of declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded following consummation, rescinded; (Ce) adversely affect the right of Surviving Corporation Seller shall have delivered all documents required to own the former assets, be delivered pursuant to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effectSection 1.4(b); (vf) Target With respect to the Camden Facility, Seller or Parent shall have delivered to Buyer secured a certificate to Remediation Agreement (as such term is defined under ISRA) issued by the effect that each of NJDEP permitting the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby in this Agreement; (g) Seller, Parent and Buyer shall have executed the Camden Lease; (h) The Purchased Assets and the Camden Facility shall be, in all certificatesmaterial respects, opinions, instruments, in the same condition and other documents required fitness as they were as of the date of this Agreement; (i) Seller shall have terminated or received the resignations of all of its employees prior to effect the transactions contemplated hereby will be reasonably satisfactory in form Closing; and (j) Seller and substance to BuyerParent shall have entered into the First Amendment. Buyer may waive any Any condition specified in this Section 6(b) if 4.1 may be waived by Buyer; provided that no such waiver will be effective unless it executes is set forth in a writing so stating at or prior to the Closingexecuted by Buyer.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section §3(a) and §4 above shall will be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall will be true and correct in all respects at and as of the Closing Date; (iiiii) Target shall Sellers will have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target shall Sellers will have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iviii) no action, suit, or proceeding shall will be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Company Interests and to control the former Subsidiaries of BuyerCompany, or (D) adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall will be in effect); (iv) Sellers will have delivered to Buyer all books and records with respect to Company, including without limitation all financial and accounting records, within any Sellers’ possession, custody or control; (v) Target shall Sellers will have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§7(a)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall Buyer will have received from counsel to Sellers an opinion in form and substance as set forth in Exhibit D-1 attached hereto, addressed to Buyer and on which Buyer will be entitled to rely, and dated as of the Requisite Buyer Stockholder ApprovalClosing Date; (vii) all actions Buyer will have received the resignations, effective as of the Closing, of each manager and officer of Company; (viii) Sellers will have delivered to be taken Buyer a copy of the certificate of formation of Company certified on or within four business days before the Closing Date by Target the Secretary of State of Delaware; (ix) Sellers will have delivered to Buyer a copy of a certificate of good standing of Company issued on or within four days before the Closing Date by the Secretary of State of Delaware and of each jurisdiction in connection with consummation which Company is qualified to do business; (x) Sellers will have delivered to Buyer a certificate of the secretary managing member of Company, dated the Closing Date, in form and substance as set forth in Exhibit D-2, as to: (A) no amendments to the certificate of formation of Company since the date of the certificate of formation delivered pursuant to clause (viii) above; (B) the operating agreement (or other governing documents) of Company; and (C) resolutions of the manager(s) or other authorizing body (or a duly authorized committee thereof) of Company relating to this Agreement and the transactions contemplated hereby hereby; (xi) Sellers will have delivered to Buyer adopted resolutions or unanimous written consent of the board of directors of CompCare appointing three (3) new directors acceptable to Buyer, together with immediately effective resignations of three (3) of the current directors acceptable to Buyer; and (xii) Sellers shall have taken all reasonably necessary actions and provided all certificates, opinions, instruments, instruments and other documents reasonably required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyerhereby. Buyer may waive any condition specified in this Section 6(b§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Parent shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Target Interests and to control the former Subsidiaries of BuyerTarget, or (D) materially and adversely affect the right of any of the former Subsidiaries of Buyer Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Parent shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iii) is satisfied in all respects; (v) the Parties shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vi) this Agreement and the Merger Buyer shall have received the Requisite Buyer Stockholder Approvalresignations, effective as of the Closing, of each director or manager and officer of Target; (vii) Buyer shall have received evidence that the Lawriter and the Casemaker trademarks now being used by Target are owned and titled to Target; (viii) all actions to be taken by Target Parent in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer; (ix) Parent shall have delivered to Buyer a copy of the certificate of formation, including all amendments to date, of Target, certified on or soon before the Closing Date by the Secretary of State of the jurisdiction of Target’s formation; (x) Parent shall have delivered to Buyer copies of the certificate of existence of Target, issued on or soon before the Closing Date by the Secretary of State of the jurisdiction of Target’s organization; (xi) Pursuant to Section 11(d) of the 2008 Purchase Agreement, Sellers shall have consented in writing to the transactions contemplated under this Agreement, including the assumption by Buyer of those liabilities of Parent to Sellers under Section 2(b)(ii) hereof; (xii) That certain Contract of Sale by and among Parent, Target and Lawcorp dated as of April 1, 2009 shall have been fully performed by Parent and Target, and all rights of the parties released thereto; (xiii) Parent or Target shall have satisfied in full all outstanding payment obligations of Target for legal services owed to ▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC related to the defense of the JuriSearch litigation; (xiv) Buyer, Target and OSBA shall have entered into an Escrow Agreement securing those OSBA obligations assumed by Buyer from Parent pursuant to Section 2(b)(ii) hereof; (xv) [Intentionally left blank] (xvi) Parent and Target shall have entered into a License Agreement for the Parent Assets; (xvii) That certain license agreement with VersusLaw shall have been assigned by Parent to Target; (xviii) Target shall have been released of any and all of its obligations to Alpha Capital Anstalt (“Anstalt”), including, without limitation, that certain Guaranty and Security Agreement entered into by and among Target, Anstalt and others dated March 4, 2009; (xix) Target shall have been released of any and all of its obligations to the Sellers under the 2008 Purchase Agreement, except for the Security Agreement; (xx) All intercompany liabilities between Target and Parent will be converted to capital contributions or otherwise released, including but not limited to, those certain loans in the approximate aggregate amount of $100,000.00 made by Parent to Target; (xxi) Buyer shall have approved that certain schedule of payments and flow of funds submitted by Parent to Buyer; and (xxii) Parent shall have made such other deliveries as are described as being its responsibility in Section 2(e) above. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section 4 Article V above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivc) Seller shall have procured all of the third-party consents specified in Article V above and all assignment and assumption agreements specified in Article V above; (d) no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign non-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) adversely affect the right of Surviving Corporation Buyer to own the former assetsAssets, or to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Proposed Business; (ve) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 10.1(a)-(d) is are satisfied in all respects; (vif) the relevant parties shall have entered into agreements referenced elsewhere in this Agreement and the Merger same shall have received the Requisite Buyer Stockholder Approvalbe in full force and effect; (viig) Buyer shall have completed its due diligence and have elected to complete the transactions contemplated hereby; and (h) all actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer. ; Buyer may waive any condition specified in this Section 6(b) 10.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section 4 Article 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material“material”) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Nautilus shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," ” in which case Target Nautilus shall have performed and complied with all of such covenants (as so written, including the term "“material" or "Material"”) in all respects through the Closing; (ivc) Nautilus shall have procured the third-party consents, if any, specified in Schedule 7.1(c); (d) no action, suit, or proceeding shall be pending before (or threatened before that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign non-U.S. jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Ciii) adversely affect the right of Surviving Corporation Buyer to own the former assets, to Acquired Assets or operate the former business, and to control the former Subsidiaries business of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business Nautilus (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ve) Target Nautilus shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7.1(a)-(d) is satisfied in all respects; (vif) this Nautilus and Buyer shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3.3 and 4.3 above; and (g) Nautilus shall have executed and delivered the Lease Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to BuyerLicense Agreement. Buyer may waive any condition specified in this Section 6(b) if it executes 7.1 by executing a writing so stating at or prior to the Closing, or by consummating the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iix) the representations representation and warranties set forth in Section 4 above shall be true §3(a)(i), (ii), (vi) and correct (vii) and in all material respects at §4(a), 4(b), 4(d), 4(e), and as of 4(f) (collectively, the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material“Seller Fundamental Representations”) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing DateDate and (y) each other representation and warranty contained in §3(a) and §4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect,” “Material Adverse Change,” or words to similar effect set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (y), where the failure of such representation and warranty to be so true and correct (without giving effect to any limitation as to “materiality,” “Material Adverse Effect,” “Material Adverse Change,” or words to similar effect set forth therein) has not had, and would not reasonably be expected to have, individually and not in the aggregate, a Material Adverse Effect; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified in §7(a)(i)-(iii) above in 6(b)(i)-(iv) is satisfied in all respects; (viv) this Agreement all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated and the Merger Parties, Target, and Target’s Subsidiaries shall have received all other authorizations, consents, and approvals of Governmental Authorities referred to in §3(a)(ii), §3(b)(ii), and §4(c) above; (vi) Seller and Target shall have executed and delivered to Buyer a Commutation Agreement, in the Requisite Buyer Stockholder Approvalform attached as Exhibit A; (vii) all actions Seller shall have executed and delivered to be taken by Buyer the Transition Services Agreement in the form attached as Exhibit C; (viii) Seller shall have delivered to Buyer a good standing certificate (or its equivalent) for each of Target in connection with consummation and its Subsidiaries from the secretary of state or similar Governmental Authority of the transactions contemplated hereby jurisdiction in which such entities are organized and all certificatesa certificate of compliance or good standing or a similar certificate for Target and each of its Subsidiaries from the applicable insurance regulatory authority thereof, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(beach as of a date no more than five (5) if it executes a writing so stating at or Business Days prior to the ClosingClosing Date; and (ix) Seller shall have delivered to Buyer a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditionsconditions as of the Closing: (ia) The representations and warranties made by Seller in this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above any certificate delivered by Seller pursuant hereto shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations date hereof and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Seller shall have performed and complied with all of its the obligations and covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated required by this Agreement to be rescinded following consummation, performed or complied with by Seller on or prior to the Closing Date; (Cc) adversely affect Seller shall have obtained releases of all Liens of whatever nature relating to the right of Surviving Corporation to own Purchased Assets (other than the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effectPermitted Liens); (vd) Target Seller shall have delivered to Buyer a certificate to received or obtained all third party consents and approvals that are necessary for the effect that each consummation of the conditions specified above transactions contemplated hereby or that are required in 6(b)(i)-(ivorder to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any Assumed Contract (including the consent of Levi ▇▇▇▇▇▇▇ & Co. but excluding the consent of the landlords for the Leased Real Property) is satisfied (collectively, the “Third-Party Approvals”), in all respectseach case on terms reasonably satisfactory to Buyer; (vie) this Agreement Buyer and the Merger Seller shall have received or obtained all governmental and regulatory consents and approvals that are necessary for the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificatesBuyer’s operation of the Business following the Closing, opinionsin each case on terms satisfactory to Buyer; (f) Since September 30, instruments2004, and there shall have been no material adverse change or development in the financial condition, operating results, assets, operations, employee relations or customer or supplier relations of the Business taken as a whole; (g) No suit, action or other documents required proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or authority in which it is sought to effect restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby will hereby, or that could have a material adverse effect on the business, financial condition, operating results or assets of the Business taken as a whole or adversely affect the right of Buyer or its Affiliates to own, operate or control all or any portion of the Purchased Assets or the Business, and no investigation that could result in any such suit, action or proceeding shall be reasonably satisfactory pending or threatened; (h) Seller shall have delivered to Buyer non-foreign Person affidavits as of the Closing Date, and in form and substance required under the Treasury Regulations issued pursuant to Buyer. Buyer may waive any condition specified Section 1445 of the Code stating that Seller is not a “foreign person” as defined in this Code Section 6(b) if it executes a writing so stating at or prior to the Closing.1445;

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction the fulfillment of the following conditionsconditions at or prior to Closing: (ia) this Agreement Except for representations and the Merger warranties made as of a particular date (which representations and warranties shall have received the Requisite Target Stockholder Approval; (ii) be true and correct in all respects as of such particular date), the representations and warranties set forth in Section 4 above Article 5 and Article 6 hereof which are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties set forth in Article 5 and Article 6 which are qualified by the term "material," materiality or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) Effect shall be true and correct in all respects respects, in each case at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties; (iiib) Target The Seller and the Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such the covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall and agreements required to be pending or threatened before any court or quasi-judicial or administrative agency performed by each of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by them under this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.; (c) Each of ▇▇▇▇ ▇▇▇▇▇, Akshobhya ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ shall have executed and delivered Transfer Offers to Buyer, and such Transfer Offers shall be in full force and effect no later than January 1, 2014; (d) The Seller shall have executed and delivered to Buyer each of the Ancillary Agreements to which it is a party; (e) Buyer shall have received from each of the Company’s officers and directors a duly executed director and officer resignation letter, in a form reasonably satisfactory to Buyer; (f) There shall have been no Material Adverse Effect; (g) The Seller shall deliver to Buyer all corporate books and records of the Company in such Seller’s possession or under such Seller’s control, provided that Seller may retain a copy of all such books and records; (h) All consents or approvals set forth on Schedule 3.02

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditionscondition: The Sale Order, in all respects in a form reasonably acceptable to counsel for Buyer, has been entered by the Bankruptcy Court and either (i) is no longer subject to stay, modification or appeal and has become a final order; or (ii) provides that the ten (10) day periods provided for in Federal Rules of Bankruptcy Procedure 6004(g) and 6006(d) are waived. The obligation of Buyer to perform the actions to be performed by it under this Agreement on or before the Deposit Date is subject to satisfaction of all of the following conditions (all or any of which may be waived, in whole or in part, by Buyer) as of the Deposit Date: (ia) this Agreement The Procedures Order has been entered by the Bankruptcy Court, is no longer subject to stay, modification or appeal and the Merger shall have received the Requisite Target Stockholder Approvalhas become a final order; (b) The Sale Order, in all respects in a form reasonably acceptable to counsel for Buyer, has been entered by the Bankruptcy Court and either (i) is no longer subject to stay, modification or appeal and has become a final order; or (ii) provides that the ten (10) day periods provided for in Federal Rules of Bankruptcy Procedure 6004(g) and 6006(d) are waived; (c) Seller's representations and warranties set forth contained in Section 4 above shall be the Agreement are true and correct in all material respects at and as of the Closing Date, except to the extent that Deposit Date as though such representations and warranties are qualified by the term "material," or contain terms were made at such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties time; (as so writtend) Seller has, including the term material or Material) shall be true and correct in all respects at material respects, performed or complied with, as the case may be, all obligations, covenants and as of conditions required by this Agreement to be performed or complied with by it on or before the Closing Deposit Date; (iiie) Target shall have performed A duly authorized officer of Seller has executed and complied with all delivered to Buyer a certificate dated as of its covenants hereunder in all material respects through the Closing, except Deposit Date certifying as to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed (c) and complied with all of such covenants (as so written, including the term "material" or "Material"d) in all respects through the Closingabove; (ivf) Seller has executed and delivered the Bill of Sale and ▇▇▇ Assignment and Assumption Agreement(s) as provided herein; (g) There is no action, suit, injunction or proceeding shall be pending or threatened before order of any court or quasi-judicial government authority of competent jurisdiction, whether threatened, pending or administrative agency of any federalin force, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of prohibiting the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vh) Target The percentage of Dedicated Customers shall not have decreased by more than twenty nine percent (29%) between the Effective Date and the Closing Date. The percentage of traffic generated by Web Hosting Customers (including all Dedicated, collocated and shared customers) shall not have decreased (via termination of service or decrease in bandwidth) by more than twenty percent (20%), measured as the average of the traffic during the ninety (90) days immediately prior to the Effective Date compared to the average of the traffic during the thirty (30) days immediately prior to the Deposit Date; the associated contracts for the Dedicated Customers and the Web Hosting Customers shall have delivered been held to Buyer a certificate be assumable and assignable by Seller pursuant to the effect that each an order of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respectsBankruptcy Court; (vii) this Agreement and the Merger Seller shall not have received specific notice, from either UUNET or Genuity, that such internet service provider intends to terminate its Peering Agreement with Seller or to impose settlement charges upon traffic transmitted by Seller to, or received by Seller from, such internet service provider, nor shall the Requisite Buyer Stockholder Approval;Bankruptcy Court have held such Peering Agreements incapable of assignment and assumption; and (viij) all actions to There shall not have been a war or terrorist attack, the happening or consequences of which cannot be taken by Target in connection with consummation prevented or avoided or which is beyond the reasonable control of either of the transactions contemplated hereby and all certificates, opinions, instrumentsParties, and other documents required to effect which materially and adversely affects the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the ClosingBusiness.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section 4 3.1 and Section 4.1 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations Seller and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (ivb) no No action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Target Shares and to control the former Subsidiaries of BuyerTarget, or (D) adversely affect the right of any of the former Subsidiaries of Buyer Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vc) Target Seller shall have delivered to Buyer all stock certificates representing the Target Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, or otherwise in a certificate form acceptable to Buyer for transfer on the effect that each books of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects;Target. (vid) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all All actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer; (e) Seller shall have delivered to Buyer copies of the articles of incorporation (and any amendments thereto) of Target, certified on or soon before the Closing Date by the Secretary of State of the jurisdiction of Target's organization; (f) Seller shall have delivered to Buyer copies of the certificate of good standing of Target, issued on or soon before the Closing Date by the Secretary of State of the jurisdiction of Target's organization and of each jurisdiction in which Target is qualified to do business; (g) Seller shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Target, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the articles of incorporation of Target; (ii) the bylaws (or other governing documents) of Target; and (iii) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of Target relating to this Agreement and the transactions contemplated hereby. (h) Seller and Target shall have taken all action to cause (i) the persons as set forth on Schedule 4.1(a) of the Disclosure Schedule to resign as officers and directors of Target; and (b) the persons as set forth on Schedule 4.1(a) of the Disclosure Schedule to be appointed Target's directors and officers. Buyer may waive any condition specified in this Section 6(b) 7.1 if it executes a writing so stating at or prior to the Closing. (i) As of the Closing Date, Target shall have no actual or contingent liabilities, and Target will have no other obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise). (j) Target will have made all required filings with the SEC under the Exchange Act, and such filings will have complied in all material respects with applicable requirements under the Exchange Act. (k) The Target shall at the Closing deliver to the Buyer a certificate signed by the Target's Chief Executive Officer to the effect that as of the Closing Date: (a) all representations and warranties of the Target herein are true and correct as of the Closing Date and (b) as of the Closing Date, the Target does not have any liabilities or debt of any kind.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section §4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) the Parties shall have received all authorizations, (B) cause any consents, and approvals of governments and governmental agencies specified in §7 of the transactions contemplated by this Agreement to Disclosure Schedule (other than any that may be rescinded following consummation, (C) adversely affect the right required in respect of Surviving Corporation to own the former assets, to operate the former business, liquor licenses and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effectpermits); (v) Target the Bankruptcy Court shall have delivered to entered the Sale Order, which shall be a Final Order. Notwithstanding the foregoing, nothing in this Agreement shall preclude Buyer from consummating the transactions contemplated herein if Buyer, in its sole discretion, waives the requirement that the Sale Order shall have become a certificate Final Order. No notice of such waiver of this condition or any other condition to the effect that each Closing need be given except to Sellers, it being the intention of the conditions specified above Parties that Buyer shall be entitled to, and is not waiving, the protection of Section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in 6(b)(i)-(iv) is satisfied in all respects;the absence of the Sale Order becoming a Final Order; and (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 ss.3 above shall be true and anD correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material "material" or "Material") shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iii) Target shall have procured all of the third-party consents specified in ss.5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assetsAcquired Assets, to operate the former business, and to control the former Subsidiaries business of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business Target (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivss.6(a)(i)-(iv) is satisfied in all respects; (vi) this Agreement Target and the Merger Buyer shall have received the Requisite Buyer Stockholder Approvalall other authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(c) and ss.4(c) above; (vii) Buyer shall have received from counsel to Target an opinion in form and substance as set forth in EXHIBIT J attached hereto, addressed to Buyer and on which Buyer's lenders shall be entitled to rely, and dated as of the Closing Date; (viii) Buyer shall have obtained on terms and conditions reasonably satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the acquired business after the Closing; (ix) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer; (x) Buyer shall have obtained, no later than ten (10) days prior to the Closing, a commitment for a 1992 ALTA Owner's Title Insurance Policy or other form of policy acceptable to Buyer for each Owned Real Property, issued by a title insurance company reasonably satisfactory to Buyer (the "TITLE COMPANY"), together with a copy of all documents referenced therein (the "TITLE COMMITMENTS"). (xi) at Closing, Buyer shall have obtained title insurance policies from the Title Company (which may be in the form of a mark-up of a pro forma of the Title Commitments) in accordance wi▇▇ ▇he Title Commitments, insuring Buyer's fee simple title to each Owned Real Property as of the Closing Date (including all recorded appurtenant easements, insured as separate legal parcels), with gap coverage from Target through the date of recording, subject only to Permitted Encumbrances, in such amount as Buyer reasonably determines to be the value of the Real Property insured thereunder and which shall include the endorsements identified herein (the "TITLE POLICIES"). The Title Policies shall have the creditor's rights exception deleted, and shall include the following endorsements (to the extent available in the applicable jurisdiction, but regardless of whether any additional amount is charged for such endorsement), in form and substance reasonably acceptable to Buyer: (A) extended coverage endorsement (insuring over the general or standard exceptions); (B) ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable in the applicable jurisdiction, a satisfactory zoning letter from the local zoning authorities; (C) a survey accuracy endorsement (insuring that the Real Property described therein is the real property shown on the Survey (as defined below) delivered with respect thereto and that such Survey is an accurate survey thereof); (D) access endorsement (insuring that the Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (E) ALTA Form 9 owner's comprehensive endorsement; (F) tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes all of the Real Property insured thereunder and no other real property); (G) if the Real Property insured therein consists of one or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (H) utilities endorsement (insuring the availability of utilities to the Real Property); and (I) such other endorsements as reasonably requested by Buyer. The Title Company shall insure over Permitted Encumbrances that constitute (1) real estate taxes, assessments and other governmental levies, fees, or charges imposed with respect to such Real Property that are being contested in good faith, and (2) mechanics' liens and similar liens for labor, materials, or supplies provided with respect to such Real Property that are being contested in good faith. Target shall provide the Title Company with any affidavits, indemnities, memoranda or other assurances reasonably requested by the Title Company to issue the Title Policies in form and substance as set forth herein. Target and Buyer shall share equally all fees, costs and expenses with respect to the Title Commitments and Title Policies, including the endorsements requested by Buyer; (xii) Target shall have delivered to Buyer (A) KCI's assignment of beneficial interest in the Apsley Trust naming Buyer as the sole beneficiary and (B) the resignation of the trustee of the Apsley Trust (and Buyer shall have the sole right to designate a successor trustee), each in form and substance reasonably satisfactory to Buyer. Further, Target shall have delivered to Buyer and the Title Company the following documents required for the Title Company to issue to Buyer the Title Policy with respect to the Apsley Trust Property immediately following the Closing: (C) Mechanics' Lien Affidavit and Parties in Possession Affidavit; (D) Seller's Gap Indemnity; (E) Certified Copy of the Declaration of Trust establishing the Apsley Trust (including any amendments thereto); and (F) such other documents as the Title Company may reasonably require, it being understood that Buyer shall cause the trustee to prepare and deliver the trustee's deed conveying the Apsley Trust Property to Buyer or its nominee. Target and Buyer shall share equally all fees, costs and expenses with respect to the Title Commitment and Title Policy for the Apsley Trust Property, including the endorsements requested by Buyer; (xiii) Buyer shall have obtained, no later than ten (10) days prior to the Closing, a survey for each Owned Real Property, dated no earlier than the date of this Agreement, prepared by a surveyor licensed in the jurisdiction where the real property is located, reasonably satisfactory to Buyer, and conforming to 1999 ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b)(2), 13, 14, 15, and 16, and such other standards as the Title Company and Buyer reasonably require as a condition to the removal of any survey exceptions from the Title Policies, and certified to Buyer, Buyer's lender, and the Title Company, in a form and with a certification satisfactory to each of such parties (the "SURVEYS"); the Surveys shall not disclose any encroachment from or onto any of the Real Property or any portion thereof or any other survey defect that does not constitute a Permitted Encumbrance or has not been cured or insured over to Buyer's reasonable satisfaction prior to the Closing; and Target and Buyer shall share equally all fees, costs and expenses with respect to the Surveys; (xiv) Target shall have obtained and delivered to Buyer an assignment of each of the Leases in form and substance substantially similar to EXHIBIT K hereto; (xv) Target shall have obtained and delivered to Buyer an estoppel certificate with respect to each of the Leases, dated no more than sixty (60) days prior to the Closing Date, from the other party to such Lease, in form and substance substantially similar to EXHIBIT L hereto (the "ESTOPPEL CERTIFICATES"); (xvi) Target shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury Regulations issued pursuant to Code ss.1445 stating that Target is not a "foreign person" as defined in Code ss.1445 (the "FIRPTA AFFIDAVIT"); (xvii) no damage or destruction or other change has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the Real Property or the operation of Target's business as currently conducted thereon; (xviii) Sellers shall have delivered to Buyer copies of the certificate of formation (or incorporation) of each of KCI, KCLLC and Target, certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person's formation (or incorporation); (xix) Sellers shall have delivered to Buyer copies of the certificate of good standing of each of KCI, KCLLC and Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person's formation and, in the case of Target, of each jurisdiction in which it is qualified to do business; (xx) Target shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Target, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the certificate of formation of such Target since the date specified in clause (xviii) above; (ii) the limited liability company agreement of Target, if any; and (iii) any resolutions of the managers (or other authorizing body) (or a duly authorized committee thereof) of Target relating to this Agreement and the transactions contemplated hereby; (xxi) Buyer and Target shall have received an insurance binder for the Environmental Insurance Policy naming Buyer as insured or additional insured, as the case may be, and showing the premium as fully paid; and (xxii) Target shall have executed and delivered to the Senior Lender an Intercreditor and Subordination Agreement in form and substance substantially similar to EXHIBIT O hereto. Buyer may waive any condition specified in this Section 6(bss.6(a) if it executes a writing so stating at or prior to the thE Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction satisfaction, on or prior the Closing Date, of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section §3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§6(a)(i)-(iii) is satisfied in all respects; (v) the Parties and the Companies shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in §3(a)(ii), §3(b)(ii), and §4(c) above; (vi) Sellers shall have delivered to Buyer: (1) membership certificates, deeds of assignment or other similar documents representing all of the Shares, endorsed in blank or accompanied by duly executed assignment documents, including a deed in the form of Schedule 6(a)(vi) with respect to the Establishment Shares, (2) the original stock certificates representing the capital stock of Banadex and El Retiro, issued in the name of the Acquired Companies, and (3) the stock registry (libro de registro y gravamen de acciones) for each of the Colombian Companies; (vii) the relevant parties shall have entered into all the Ancillary Agreements and the same shall be in full force and effect, except for all public deeds executed as a part of this Agreement and the Merger transactions contemplated hereunder, which shall be filed with the appropriate registry promptly after Closing; (viii) Buyer shall have received the Requisite resignations, effective as of the Closing, of each principal and alternate member of the Board of Directors of each of the Companies and FundaBanadex other than those whom Buyer Stockholder Approvalshall specify in writing on or prior to the Closing; (viiix) Buyer shall have received a document evidencing the revocation of any and all powers of attorney granted to any Person by any of the Companies and FundaBanadex (except for powers described in the Disclosure Schedule and approved by Buyer in writing); (x) Buyer shall have received from counsels to Sellers opinions in form and substance as set forth in Exhibit 44 attached hereto, addressed to Buyer and on which Buyer shall be entitled to rely, and dated the Closing Date; (xi) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. ; (xii) no damage or destruction or other change has occurred with respect to any of the Owned Real Property or Leased Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the property in question or the operation of the business of the Companies; (xiii) Sellers shall have delivered to Buyer copies of the Certificate of Incorporation (or comparable organizational document) of each the Companies certified no more than thirty (30) days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s incorporation; and, with respect to each of the Establishments, Sellers shall have also delivered to Buyer (1) a confirmation of good standing, dated the date of the merger, with respect to any and all companies merged into each of the Establishments, (2) a certified copy of the articles and certificate of incorporation for each company merged into each of the Establishments, (3) the Zessionserklarung for each Establishment, duly issued as required by applicable law, and (4) a resolution of the directors of each Establishment approving the transfer of the Founder’s Rights as contemplated hereby; (xiv) Sellers shall have delivered to Buyer a certificate of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to (i) the resolutions of the Board of Directors (or an authorized committee thereof) of each Seller authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (ii) incumbency and signatures of the officers of each Seller executing this Agreement or any other agreement contemplated by this Agreement; (xv) Sellers shall have delivered to Buyer a certificate of the secretary or an assistant secretary of each Acquired Company and legal representative of the Colombian Companies, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to (i) no amendments to the Certificate of Incorporation of such Person since the date specified in clause (xiii) above; (ii) the by-laws of such Person; and (iii) any resolutions of the Board of Directors (or a duly authorized committee thereof) of such Person relating to this Agreement and the transactions contemplated thereby; and, with respect to each of the Establishments, the Sellers will also deliver a document issued by the appropriate Liechtenstein governmental authority confirming that all Taxes of each of the Establishments have been paid; (xvi) If the FAE Account Payable exists, FAE shall have assigned the FAE Account Payable to BIC, and endorsed and delivered to BIC any documentation evidencing such account, all at no cost to BIC; (xvii) Sellers shall have delivered to Buyer a Schedule setting forth the amounts of the Assumed Liabilities, the Closing Date Liabilities, and the Creditable Assets, as well as the Closing Date Purchase Price Adjustment Certificate, each dated the Closing Date; (xviii) Banamayal shall have assumed and agreed to perform all obligations of El Retiro under the Fagrasas lease; (xix) Expofrut shall have assumed and agreed to perform all of its obligations under this Agreement and the Ancillary Agreements; (xx) Banadex shall have assigned to Expofrut, and Expofrut shall have assumed, all contracts under the terms of which Banadex exports fruit on behalf of third parties; (xxi) the Companies and FundaBanadex shall have been released from any guarantee of any liability or obligation of another Person, other than the Assumed Liabilities and the Closing Date Liabilities; (xxii) no Material Adverse Change nor any development described in §10(c)(i) shall have occurred between the date of execution of this Agreement and the Closing Date; provided, however, that any investigation or proceeding referred to in §4(c) of the Disclosure Schedule shall not be deemed a Material Adverse Change; (xxiii) BanColombia shall be in a position to, on or prior to the Closing Date, finance the transactions contemplated in this Agreement, pursuant to the BanColombia Commitment Letter; (xxiv) no strike or work stoppage by employees of the Colombian Companies shall be in effect nor shall there be any active threat of such action by such employees; and (xxv) Sellers shall have delivered to Buyer a certificate of the legal representative of each Colombian Company and CFS, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to (i) the resolutions of the Board of Directors (or an authorized committee thereof) of each Colombian Company and CFS authorizing the execution, delivery, and performance of the Ancillary Agreements and the transactions contemplated hereby; and (ii) incumbency and signatures of the officers of each Colombian Company and CFS executing the Ancillary Agreements or any other agreement contemplated by this Agreement; Buyer may waive any condition specified in this Section 6(b§6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate purchase and pay for the transactions to be performed by it in connection with the Closing Shares is subject to the satisfaction (or waiver by Buyer) of the following conditionsconditions as of the Closing Date: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth of Seller made in Section 4 above this Agreement shall be true and correct in all material respects respects, as of the date hereof and at and as of the Closing DateDate as though then made, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," expressly relate to an earlier date (in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at on and as of the Closing Date;such earlier date). (iiib) Target The Companies and Seller shall have performed and or complied in all respects with all of its the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing. (c) All consents or other actions that are required in connection with the transactions contemplated hereunder in order to prevent any of the effects described in Section 4.03(b) to which any of the Companies or Seller is a party or by which any of their respective properties or assets are bound (all material respects through of which consents are set forth on the ClosingThird-Party Consents Schedule attached hereto) or with respect to any license, except franchise, permit or other similar authorization held by any of the Companies or Seller shall have been obtained or taken. (d) All permits, consents, approvals, licenses, orders or authorizations of, and registrations, declarations and filings with, any Governmental Entity, if any, that are required to be obtained or made in connection with (i) the extent that such covenants are qualified execution, delivery or performance of this Agreement by any of the Companies, Seller or Buyer or the consummation by any of the Companies, Seller or Buyer of any of the transactions contemplated hereby and (ii) the conduct by the term "material," or contain terms such Companies of their respective businesses following the Closing as "Material Adverse Effect" or "Material Adverse Change," in which case Target conducted on the date hereof shall have performed and complied with all of such covenants (as so written, including the term "material" been duly obtained or "Material") in all respects through the Closing;made. (ive) no action, suit, No action or proceeding by or before any Governmental Entity or any other Person shall be pending or threatened before any court (i) challenging or quasi-judicial seeking to restrain or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation prohibit the purchase and sale of any of the Shares or any of the other transactions contemplated by this Agreement or seeking to obtain damages from Buyer (or any of its Affiliates) or the Companies in connection with the purchase and sale of the Shares or any of the other transactions contemplated by this Agreement, (Bii) cause seeking to prohibit or limit the ownership or operation by Buyer (or any of its Affiliates) or the Companies of, or to compel Buyer (or any of its Affiliates) or the Companies to dispose of or hold separate, any portion of the business or assets of Buyer (or any of its Affiliates) or the Companies, in each case as a result of the purchase and sale of the Shares or any of the other transactions contemplated by this Agreement to be rescinded following consummationAgreement, (Ciii) adversely affect seeking to impose limitations on the ability of Buyer (or any of its Affiliates) to acquire or hold, or exercise full rights of ownership of, the Shares, including the full right to vote the Shares on all matters properly presented to the shareholders of Surviving Corporation the Company or (iv) seeking to own prohibit Buyer (or any of its Affiliates) from effectively controlling in any respect the former businesses or operations of the Companies, nor shall any statute, rule, regulation, executive order, decree, temporary restraining order, preliminary injunction, permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition have the effect set forth in clauses (i) through (iv) above. (f) There shall not have been any material adverse change in the business, assets, to operate operations, properties, financial position, results of operations, prospects or contingent liabilities of the former businessCompanies, taken as a whole. (g) All obligations for deferred compensation and severance payments (collectively, "Deferred Compensation Obligations") and all employment agreements or arrangements ("Employment Agreements") of each of the Companies shall have been terminated or assumed by Seller, and all rights, including stock appreciation rights, "phantom" stock rights, options, warrants and subscription rights, linked, directly or indirectly, to control the former Subsidiaries of Buyer, or (D) adversely affect the right capital stock of any of the former Subsidiaries Companies and any right of payment or repayment to any Person by any of the Companies upon any change of control (collectively, "Rights") shall have been canceled or terminated, in each case without any further payment or other obligation on the part of any of the Companies after the Closing and otherwise on terms satisfactory to Buyer. Each beneficiary of any Deferred Compensation Obligations, Employment Agreements or any Rights shall have signed instruments, satisfactory to Buyer, releasing Buyer to own its assets and to operate its business (and no its Affiliates) and each of the Companies from any and all claims or liability, past, present or future, in connection with or arising out of any Deferred Compensation Obligations, Employment Agreements or Rights, including the cancellation or termination of any such injunctionDeferred Compensation Obligations, judgment, order, decree, ruling, Employment Agreements or charge shall be in effect);Rights whether at the Closing or at any time prior to the Closing. (vh) Target The Companies shall not have declared or paid any dividends or made any distributions to or at the direction of its shareholders, whether or not upon or in respect of any shares of its capital stock or other equity securities at any time after October 24, 1997. (i) A confidentiality agreement with Buyer, in form and substance satisfactory to Buyer, shall have been executed by each of the employees of the Companies set forth on the Confidentiality Schedule attached hereto. (j) Seller or the Companies, as the case may be, shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects;following: (vii) a certificate of the chief executive officer of Seller in the form set forth in Exhibit C attached hereto, dated the Closing Date, stating that the preconditions specified in subsections (a) through (i) of this Agreement Section 3.01 inclusive, except as they expressly relate to Buyer, have been satisfied; (ii) copies of the third party and the Merger shall have received the Requisite Buyer Stockholder Approval; governmental consents required by subsections (viic) and (d) above; (iii) all actions minute books, stock books, ledgers and registers, corporate seals and other corporate records relating to be taken by Target in connection with consummation the organization, ownership and maintenance of the transactions contemplated hereby and all certificatesCompanies; (iv) a combined balance sheet of the Companies at October 31, opinions, instruments1997, and other documents required to effect a related statement of income and cash flows for the transactions contemplated hereby will be reasonably satisfactory three months then ended, certified by the chief executive officer and chief financial officer of Seller; (v) evidence, in form and substance satisfactory to Buyer, of cancellation of the Net Interdivisional Payables; (vi) evidence, in form and substance satisfactory to Buyer, that the obligations of (A) Key-ACA in the Employment Agreement, dated as of May 1, 1995, between Key-ACA and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, (B) Key-ACA in the Employment Agreement, dated as of May 1, 1995, between Key-ACA and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and (C) NEDS in the Employment Agreement, dated as of June 22, 1993, between NEDS and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, have been released; (vii) evidence, in form and substance satisfactory to Buyer, that the liens evidenced by the financing statements attached hereto as Exhibit D have been released; (viii) the Transition Support Services Agreement, duly executed by Seller; (ix) an assignment to Buyer of Seller's leasehold interest in the real property evidenced by the lease, dated May 14, 1997 (the "Daton Lease"), between Seller and Olympus Brookhollow/Calvest ("Olympus"), duly executed by Seller; (x) resignations effective as of the Closing Date from all of the officers and directors of the Companies; (xi) evidence, in form and substance satisfactory to Buyer, that the Tax Trust Accounts have been transferred to Buyer; (xii) an opinion dated the Closing Date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Companies and Seller, substantially in the form of Exhibit E; (xiii) all documents that Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior reasonably request relating to the Closingexistence of Seller and each of the Companies and the authority and legal capacity of Seller and each of the Companies for this Agreement, all in form and substance satisfactory to Buyer; (xiv) evidence, in form and substance satisfactory to Buyer, that the obligations of NEDS under Sections 2.2 and 2.3 of the Merger Agreement, dated May 4, 1993 (as amended, the "NEDS Merger Agreement"), among Seller, NEDS, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and all amendments thereto, have been released; and (xv) evidence, in form and substance satisfactory to Buyer, that the obligations of Key-ACA under Sections 2.2 and 2.3 of the Asset Purchase Agreement, dated April 7, 1995 (the "Key-ACA Asset Purchase Agreement"), among Seller, ACA Acquisition Corp., a New York corporation, Key-ACA, Inc., a Delaware corporation, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., have been released. 3.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the Transaction, including the transactions to be performed by it in connection with the Closing of this Agreement and the closing of the Asset Purchase Agreements is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section §3(a) and §4 above and (b) Seller’s (as defined in the applicable Asset Purchase Agreement) representation and warranties set forth in the Asset Purchase Agreements shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiia) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing and (b) Seller (as defined in each Asset Purchase Agreement) shall have performed and complied with all of its covenants in the applicable Asset Purchase Agreement in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Seller shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (a) Target shall have procured all of the third-party consents specified in §5(b) above and (b) Seller (as defined in each Asset Purchase Agreement) shall have procured all of the third-party consents specified in each Asset Purchase Agreement; (iv) no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign non-U.S. jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause Transaction or any of the transactions contemplated by this Agreement or the Asset Purchase Agreements, (B) cause the Transaction or any of the transactions contemplated by this Agreement or the Asset Purchase Agreements to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assetsTarget Membership, to operate control Target, and/or to own the former business, and assets purchased pursuant to control the former Subsidiaries of Buyer, Asset Purchase Agreements or (D) adversely affect the right of any of the former Subsidiaries of Buyer Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Each Seller (as such term is defined herein and in the Asset Purchase Agreements) shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§7(a)(i)-(iv) is satisfied in all respects; (vi) this Agreement the Parties and Target shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in (i) §3(a)(ii), §3(b)(ii), and §4(c) above and (ii) the Asset Purchase Agreements, if any; (vii) the relevant parties shall have entered into side agreements in form and substance as set forth in Exhibits B-1 through B-5 attached hereto and the Merger same shall be in full force and effect; (viii) Buyer shall have received from counsel to Sellers an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to Buyer and on which Buyer’s lenders shall be entitled to rely, and dated as of the Closing Date; (ix) Buyer shall have received the Requisite resignations, effective as of the Closing, of each director and officer of Target other than those whom Buyer Stockholder Approvalshall have specified in writing at least 5 business days prior to the Closing; (viix) Buyer shall have obtained on terms and conditions reasonably satisfactory to it all of the financing it needs in order to consummate the Transaction, including the transactions contemplated hereby and the transactions contemplated in the Asset Purchase Agreements and to fund the working capital requirements of Target after the Closing; (xi) all actions to be taken by Target Sellers in connection with consummation of the Transaction, including the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the Transaction and the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer. ; (xii) Buyer shall have obtained, no later than 10 days prior to the Closing Date, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form or other form of policy acceptable to Buyer for each Owned Real Property and each Leased Real Property identified by Buyer (the “Material Leased Real Property”), issued by a title insurance company satisfactory to Buyer (the “Title Company”), together with a copy of all documents referenced therein (the “Title Commitments”); (xiii) at Closing, Buyer shall have obtained title insurance policies from the Title Company (which may waive be in the form of a ▇▇▇▇-up of a pro forma of the Title Commitments) in accordance with the Title Commitments, insuring Target’s fee simple title to each Owned Real Property or Target’s legal, valid, binding and enforceable leasehold interest in each Material Leased Real Property (as the case may be), as of the Closing Date (including all recorded appurtenant easements, insured as separate legal parcels), with gap coverage from Sellers through the date of recording, subject only to Permitted Encumbrances, in such amount as Buyer determines to be the value of the Real Property insured thereunder and which shall include the endorsements identified herein (the “Title Policies”); the Title Policies shall have the creditor’s rights exception deleted, and shall include the following endorsements (to the extent available in the applicable jurisdiction, but regardless of whether any condition specified additional amount is charged for such endorsement), in this Section 6(bform and substance reasonably acceptable to Buyer: (i) extended coverage endorsement (insuring over the general or standard exceptions); (ii) ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable in the applicable jurisdiction, a satisfactory zoning letter from the local zoning authorities; (iii) a survey accuracy endorsement (insuring that the Real Property described therein is the real property shown on the Survey (as defined below) delivered with respect thereto and that such Survey is an accurate survey thereof); (iv) access endorsement (insuring that the Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) ALTA Form 9 owner’s comprehensive endorsement; (vi) tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes all of the Real Property insured thereunder and no other real property); (vii) if it executes the Real Property insured therein consists of one or more adjacent parcels, a writing so stating at contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) utilities endorsement (insuring the availability of utilities to the Real Property); (ix) non-imputation endorsement (to the effect that title defects known to the employees, officers, directors, and members of Target prior to the Closing shall not be deemed to be “facts known to the insured”); and (x) such other endorsements as reasonably requested by Buyer; and Buyer shall pay all fees, costs and expenses with respect to the Title Commitments and Title Policies; (xiv) Real Property and Real Property Located Outside of the U.S. [INTENTIONALLY DELETED]; (xv) Buyer shall have obtained, no later than 10 days prior to the Closing Date, a survey for each Owned Real Property and Material Leased Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor in the jurisdiction where the real property is located, satisfactory to Buyer, and conforming to 2005 ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15, and 16, and such other standards as the Title Company and Buyer require as a condition to the removal of any survey exceptions from the Title Policies, and certified to Buyer, Buyer’s lender, and the Title Company, in a form and with a certification satisfactory to each of such parties (the “Surveys”); the Surveys shall not disclose any encroachment from or onto any of the Real Property or any portion thereof or any other survey defect that has not been cured or insured over to Buyer’s reasonable satisfaction prior to the Closing.; and Buyer shall have paid or committed to pay all fees, costs and expenses with respect to the Surveys; (xvi) Target shall have obtained and delivered to Buyer a written consent for the assignment of each of the Leases, and, if requested by Buyer’s lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance satisfactory to Buyer and Buyer’s lender; (xvii) Target shall have obtained and delivered to Buyer an estoppel certificate with respect to each of the Leases, dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to Buyer (the “Estoppel Certificates”); (xviii) Target shall have obtained and delivered to Buyer a non-disturbance agreement with respect to each of the Leases for the Material Leased Real Property, in form and substance satisfactory to Buyer, from each lender encumbering any real property underlying the Leased Real Property for such Lease (the “Non-Disturbance Agreements”); (xix) each Seller shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that such Seller is not a “foreign person” as defined in Code §1445 (the “FIRPTA Affidavit”); (xx) no damage or destruction or other change has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the Real Property or the operation of Target’s business as currently conducted thereon; (xxi) [INTENTIONALLY DELETED] (xxii) Sellers shall have delivered to Buyer copies of the certificates of formation of Target certified on or soon before the Closing Date by the Secretary of State (or comparable officer) South Carolina; (xxiii) Sellers shall have delivered to Buyer copies of the certificates of good standing of Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of South Carolina and of each jurisdiction in which Target is qualified to do business; (xxiv) [INTENTIONALLY DELETED] (xxv) Sellers shall have delivered to Buyer a certificate of the secretary or an authorized member of Target, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the certificate of formation of Target since the date specified in clause (xxii) above; (ii) the operating agreement of Target; and (iii) any resolutions of the board of directors or members of Target relating to this Agreement and the transactions contemplated hereby; (xxvi) The BIDA Lease shall be terminated and Buyer and Berwick Industrial Development Association shall enter into a lease pursuant to terms and conditions satisfactory to Buyer in its sole discretion; (xxvii) The entity providing Buyer’s financing shall have conducted a quality of earnings review of Target and approved Buyer’s consummation of the Transaction and the transactions contemplated hereby;

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction the fulfillment of the following conditionsconditions as of the Closing Date: (a) Except for representations and warranties made as of a particular date (which representations and warranties shall be true and correct in all respects as of such particular date), the representations and warranties set forth in Article V hereof shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made, except for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not be reasonably expected to have a Material Adverse Effect; provided that, the representations and warranties set forth in Sections 5.1 (Organization and Corporate Power), 5.2 (Authorization of Transactions), and 5.4 with respect to clauses (i), (iii) this Agreement and (iv) (Absence of Conflicts) shall be true and correct in all respects as of the Merger shall have received date hereof and as of the Requisite Target Stockholder Approval; (ii) Closing Date as though then made; provided further that, the representations and warranties set forth in Section 4 above 5.10(b) (Proprietary Rights) and Section 5.18 (Title to Property) shall be true and correct in all material respects at as of the date hereof and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such Date as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Datethough then made; (iiib) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such the covenants (as so written, including the term "material" and agreements required to be performed by it under this Agreement on or "Material") in all respects through prior to the Closing; (ivc) Since December 31, 2008, there shall have been no event, transaction, condition or change which has had or could reasonably be expected to have a Material Adverse Effect; (d) All consents and approvals of third parties that are required for the transfer to Buyer of each Contract as set forth on Schedule 3.1(d) shall have been obtained or the replacement of third party software where Seller has not obtained such a consent, (x) all on continuing terms and conditions no less favorable to Buyer than those in existence as of the date hereof and (y) without cost to Buyer; provided that the foregoing condition in this clause (y) shall be deemed to be waived with respect to Contracts set forth on Schedule 3.1(d) the consent for which can be obtained by Buyer at a cost of less than $10,000 individually and less than $100,000 in the aggregate; (e) All governmental and regulatory filings, authorizations and approvals that are required for the transfer of the Purchased Assets to Buyer and the consummation of the transactions contemplated hereby shall have been duly made and obtained, and all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and applicable non-U.S. regulatory filings regimes shall have expired or been terminated; (f) No action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, rulinginjunction, order or charge ruling would (A) prevent consummation the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of Buyer to own or operate the Purchased Assets, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (Bg) cause Seller shall have delivered to Buyer releases of any and all Liens (other than Permitted Liens) held by third parties with respect to any of the Purchased Assets; and (h) On or prior to the Closing Date, Seller shall have delivered to Buyer each of the following: (i) a certificate from Seller, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, stating that the preconditions specified in Sections 3.1(a) and 3.1(b) have been satisfied; (ii) other than this Agreement, each of the other Transaction Documents to which Seller or a Selling Affiliate is a party, duly executed by Seller and/or a Selling Affiliate, as applicable; (iii) copies of all third party, governmental and regulatory consents, approvals, filings, releases, etc. required in connection with the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect and the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)other Transaction Documents; (viv) Target shall have delivered to Buyer a certificate to the effect that each certified copies of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) resolutions of Seller’s board of directors authorizing the execution, delivery and performance of this Agreement and the Merger shall have received other Transaction Documents and approving the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificatesthereby; (v) certificate of the Michigan secretary of state stating that Seller is in good standing; (vi) a non-foreign affidavit dated as of the Closing Date, opinions, instruments, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that such Seller is not a “Foreign Person” as defined in Code §1445; and (vii) such other documents required or instruments as Buyer may reasonably request to effect the transactions contemplated hereby will be reasonably satisfactory hereby; and (i) Except for the software licenses set forth on Schedule 3.1 (i) Seller shall have delivered to Buyer development software and a server that is fully functioning in form Seller’s Detroit, Michigan facility, which shall enable Buyer to further build and substance to Buyerdevelop the Products. Buyer may waive any Any condition specified in this Section 6(b) if 3.1 may be waived by Buyer; provided that no such waiver shall be effective unless it executes is set forth in a writing so stating at executed by Buyer or prior unless Buyer agrees in writing to consummate the Closingtransactions contemplated by this Agreement without fulfillment of such condition.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 (other than the representations and warranties set forth in Sections 4(a), (b) and (c)) above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "material", "Material Adverse Effect," or and "Material Adverse Change," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date, and the representations and warranties set forth in Section 3(a) and Sections 4(a), (as so written, including the term material or Materialb) and (c) above shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target the Company and Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except (A) to the extent that such covenants are qualified by the term "material," or contain terms such as "material", "Material Adverse Effect," or and "Material Adverse Change," and (B) with respect to the covenants contained in Sections 5(i), (j), (k), (m), (n), (o), (p), (r) and (s) in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iii) the Company shall have procured all of the third-party consents specified in Section 5(b) above, each of which shall be reasonably satisfactory to Buyer in form and substance; (iv) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator Governmental Entity wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Company Shares and to control the former Subsidiaries of Buyer, Company or (D) affect materially and adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); (v) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSections 7(a)(i) through (iii) is satisfied in all respects; (vi) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been ▇▇▇▇▇▇▇▇▇▇; (vii) Buyer shall have received from the Company a Certificate of Secretary and incumbency certificate, including the following attachments (A) Articles of Incorporation, certified as of a recent date by the Secretary of State of the Commonwealth of Pennsylvania, (B) bylaws of the Company, and (C) resolutions of directors and shareholders, if necessary, approving this Agreement and the Merger transaction contemplated hereby; (viii) Sellers shall have delivered to Buyer copies of the certificate of good standing of Company issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the Commonwealth of Pennsylvania; (ix) each Seller shall have provided Buyer with an affidavit of non-foreign status that complies with Section 1445 of the Code; (x) Buyer shall have received financing under and in accordance with the Requisite Buyer Stockholder Approvalterms of the Commitment Letters; (viixi) the Executive Agreement shall not have been terminated by John R. DePaul and shall be in full force and effect; (▇▇▇) ▇▇▇ ▇▇▇sing EBITDA shall not be less than Fifteen Million Two Hundred Fifty Thousand Dollars ($15,250,000); and (xiii) Provided that Buyer shall have provided the funds to do so, Buyer shall have received evidence satisfactory to Buyer that all Indebtedness of the Company identified by Buyer reasonably in advance of the Closing shall have been repaid and extinguished or will be repaid and extinguished at the Closing; (xiv) Provided that Buyer shall have provided the funds to do so, Buyer shall have received evidence satisfactory to Buyer that all Specified Liens on the assets and properties of the Company identified by Buyer reasonably in advance of the Closing have been unconditionally released and terminated; (xv) the updates to the Phase I Environmental Site Assessments referred to in Section 5(h) hereof shall have been obtained; and (xvi) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iii) is satisfied in all respects; (viv) this Agreement the Parties, Target, and the Merger Sub shall have received the Requisite Buyer Stockholder Approvalany authorizations, consents and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (viivi) all actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby hereby, including resignations of current directors and officers of Target and Sub, will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditionsconditions on or before the Closing Date: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section Article 4 above shall hereof or in any document delivered to Buyer pursuant to this Agreement will be true and correct in all material respects at and as of Closing as though then made and as though the Closing Date was substituted for the date of this Agreement; (b) Seller will have performed and complied with, in all material respects, all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to Closing; (c) There will have been no Material Adverse Effect, other than the decision of Seller to sell the Purchased Assets, and there will have been no material casualty or other loss or damage to the Purchased Assets, whether or not covered by insurance, and there has been no other event which may have a Material Adverse Effect; (d) All consents by third parties that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained; (e) No action or proceeding before any court or government body will be pending or threatened wherein an unfavorable judgment, decree or order could have a Material Adverse Effect or would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded; (f) Upon written notice from Buyer to Seller given at least 10 days prior to Closing, or given 10 days prior to the date designated by Buyer for deletion, if earlier than Closing, Seller shall have deleted from the SMATV Systems any programming services that (i) Buyer does not have the right to carry on the SMATV Systems after Closing or (ii) Buyer determines, in its reasonable judgment, could potentially result in liability on the part of Buyer for copyright payments after Closing in excess of those payments made by Seller with respect to carriage of such signals prior to Closing. (g) Buyer shall have obtained an executed service agreement for each of the Complexes, such agreement to have a term of at least 10 years, to expressly supersede and terminate Seller's existing service agreement for the Complex (subject only to the occurrence of Closing), and to be otherwise in form and substance reasonably acceptable to Buyer. (h) The Echelon at the Ballpark Complex shall have no fewer than 385 habitable residential dwelling units. (i) On the Closing Date, except Seller will have delivered to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in Buyer all respects at and as of the Closing Date;following: (iiii) Target shall have performed copies of all necessary third party and complied with all of its covenants hereunder governmental consents, releases, approvals and filings required in all material respects through the Closing, except order to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of effect the transactions contemplated by this Agreement; (ii) a certificate from the State of Tennessee stating that no taxes, interest or penalties are due from Seller; (Biii) cause any the Ancillary Agreements, including a ▇▇▇▇ of Sale and Assignment in substantially the transactions contemplated form attached hereto as Exhibit A, duly executed by this Agreement Seller, as are required in order to be rescinded following consummationtransfer to Buyer good and marketable title to the Purchased Assets, free and clear of all liens, charges, security interests and other encumbrances; (Civ) adversely affect an executed Noncompetition Covenant substantially in the right of Surviving Corporation to own the former assets, to operate the former business, form attached hereto as Exhibit B from Seller and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);certain named affiliates; and (v) Target shall have all other documents, instruments or writings required to be delivered to Buyer a certificate at or prior to Closing pursuant to this Agreement, and such other certificates of authority and documents as Buyer may reasonably request. (j) Within the 45 day period following the first business day in which all conditions to Closing contained in this Agreement (other than those based on acts to be performed at Closing) have been satisfied or waived, Buyer shall have completed its interconnection of the SMATV Systems to Buyer's cable television system; provided, however, any failure by Buyer to interconnect must be beyond Buyer's reasonable control including, but not limited to, any casualty or other loss or damage to the effect that each Purchase Assets, lack of access or cooperation by the owners of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken Complexes, interference by Target in connection with consummation of the transactions contemplated hereby and all certificatesany Governmental Authority, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyeretc. Buyer may waive any Any condition specified in this Section 6(b) if 5.1 may be waived by Buyer; provided that no such waiver will be effective unless it executes is set forth in a writing so stating at or prior to the Closingexecuted by Buyer.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 §3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iii) Seller and DJS shall have procured all of the third-party consents specified in §5(b) above, except for those consents, which, the failure to obtain such consents, would not constitute a Material Adverse Effect; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assetsAcquired Assets, to operate the former businessAcquired Businesses, and to control the former Subsidiaries of BuyerDJS, or (D) materially and adversely affect the right of any of the former Subsidiaries of Buyer DJS to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§6(a)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 3(a) above and Section 4 above shall be being true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date, it being understood that this condition shall not apply to any untrue or incorrect representations or warranties set forth in Section 4 above if Buyer Knew that such representations or warranties were untrue or incorrect; (iiiii) Target shall have Seller having performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding shall be pending or threatened before there not being any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target shall have Seller having delivered to Buyer a certificate to the effect that each of the conditions specified in Sections 6(a)(i)-(iii) above in 6(b)(i)-(iv) is are satisfied in all respects; (v) relevant parties having entered into and delivered among one another the Custom Manufacturing and Supply Agreement; (vi) approval of this Agreement and the Merger shall have received transactions contemplated hereby by the Requisite Buyer Stockholder Approvalshareholders of Seller; (vii) all actions Seller having delivered to be taken by Target in connection with consummation Buyer duly signed resignations, effective immediately after the Closing, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as officers or directors of the transactions contemplated hereby Company; (viii) the Title Company having committed to deliver contemporaneously with the Closing, at Buyer’s sole cost, an owner’s policy of title insurance on the Owned Real Property in accordance with its title commitment and all certificateswith no exceptions to title other than Permitted Liens or as set forth in such title commitment; and (ix) Seller having obtained from Comerica Bank the termination of that certain Amended and Restated Unconditional Guaranty, opinionsdated August 4, instruments2006, that related Deposit Account Control Agreement and any other documents required to effect related agreements by or involving the transactions contemplated hereby will be reasonably satisfactory Company in form and substance to Buyerfavor of or for the benefit of Comerica Bank. Buyer may waive any condition specified in this Section 6(b6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) this Agreement and the Merger Seller shall have received the Requisite Target Stockholder Approval; (ii) the representations performed and warranties set forth in Section 4 above shall be true and correct complied in all material respects with all agreements, obligations and covenants required by this Agreement to be performed or complied with by Seller at and as of the Closing Date, except or prior to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target There shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement or any action, suit or proceeding seeking to restrain, prevent, change or delay the consummation of any of the transactions contemplated by this Agreement; (c) The Parties shall have received the authorizations, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummationconsents, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former businessPermits, and to control approvals of governments, governmental agencies and other Persons as may be required by Applicable Laws; (d) The Companies shall have executed and delivered the former Employment Agreement; (e) Seller’s Subsidiary and the Companies shall have executed and delivered the Staff Leasing Agreement; (f) Seller’s Subsidiaries and the Companies shall have executed and delivered the Management Services Agreement; (g) The Seller shall have executed and delivered the letter agreement of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be release referenced in effectSection 2.2(d); (vh) Target Seller and its appropriate officers, directors, employees and agents shall have delivered to Buyer deliver a certificate to the effect that each written resignation from any board, manager or officer positions of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respectsCompanies effective as of the Closing Date; (vii) this Agreement Seller shall deliver the original corporate records and minute books of the Merger shall have received the Requisite Buyer Stockholder Approval;Companies; and (viij) Seller shall deliver share certificates representing Buyer’s ownership of all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificatesShares, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory with share powers executed in form and substance to Buyerblank attached thereto. Buyer may waive any condition specified in this Section 6(b) 5.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Lawriter Interests and to control the former Subsidiaries of BuyerLawriter, or (D) materially and adversely affect the right of any of the former Subsidiaries of Buyer Lawriter to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Lawriter shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iii) is satisfied in all respects; (v) Sellers shall have provided to Buyer a notebook in which or compact disk on which a complete copy of all of the documents and other information provided in response to Buyer’s due diligence request shall be contained, and Buyer’s auditors shall have completed their audit of Lawriter’s books and records; (vi) this Agreement the Parties shall have received all other material authorizations, consents, and the Merger approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) Buyer shall have received from counsel to Sellers an opinion in form and substance as set forth in Exhibit F attached hereto, addressed to Buyer; (viii) Buyer shall have received the Requisite Buyer Stockholder Approvalresignations, effective as of the Closing, of each director or manager and officer of Lawriter; (viiix) Buyer shall have received evidence that the Lawriter and the Casemaker trademarks now being used by Lawriter have been transferred to Lawriter; (x) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer; (xi) each of ▇▇▇▇ and the Association shall have entered into separate consulting agreements, with restrictive covenants, substantially in the form attached hereto as Exhibit D, and such agreements shall be in full force and effect as of the Closing; (xii) OSBA, Lawriter and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement, substantially in the form of Exhibit A, dated as of the` Closing Date; (xiii) Each of the Members shall have transferred to Lawriter its respective rights in and to the tradenames “Lawriter” and “Casemaker” and the federal registrations of the trademarks associated therewith; (xiv) ▇▇▇▇ shall have caused Lawcorp to change its name to a name that does not contain the word “Lawriter” or “Casemaker” or any other name confusingly similar to either “Lawriter” or “Casemaker”; (xv) Sellers shall have delivered to Buyer a copy of the certificate of formation, including all amendments to date, of Lawriter, certified on or soon before the Closing Date by the Secretary of State of the jurisdiction of Lawriter’s formation; (xvi) Sellers shall have delivered to Buyer copies of the certificate of good standing of Lawriter, issued on or soon before the Closing Date by the Secretary of State of the jurisdiction of Lawriter’s organization; (xvii) Sellers shall have delivered to Buyer a certificate of the secretary of Lawriter, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) no amendments to the certificate of organization of Lawriter since the date of the certificate described in clause (xv) above; (B) the Lawriter Operating Agreement and no amendments thereto since the date thereof; (C) the resolutions of the board of directors or managers (or a duly authorized committee thereof) of Lawriter authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (D) incumbency and signatures of the officers of Lawriter executing this Agreement or any other instrument or agreement contemplated by this Agreement; (xviii) Lawriter and the Association shall have executed the License Agreement Amendment; (xix) Termination of the following agreements as of and coincident with Closing, with any and all provisions thereunder being null and void thereafter: (A) Lawriter Operating Agreement (B) Joint Venture Agreement; and (C) Trademark License Agreement; (xx) Each of the Sellers and the Ancillary Parties shall have delivered a general, full and unconditional release of and covenant not to ▇▇▇ for any and all claims he or it may have against the Lawriter Interest or Lawriter, a form of which agreement is attached hereto and as Exhibit G; and (xxi) Sellers shall have made such other deliveries as are described as being their responsibility in Section 2(d) above. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing). (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) 7.1.1 the representations and warranties set forth in Section 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; 7.1.2 Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Sellers shall have performed and complied with all of such covenants (iiias so written, including the term “material” or “Material”) in all respects through the Closing; 7.1.3 Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iv) no action, suit, or proceeding 7.1.4 there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any ; 7.1.5 Seller shall have delivered to Buyer a certificate to the effect that each of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be conditions specified above in effect);Section 7.1.1-7.1.4 is satisfied in all respects; and (v) 7.1.6 Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) Section 7.1.1-7.1.4 is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:conditions (any one of which may be waived in whole or part by Buyer in its sole discretion by giving written notice to Seller at or prior to the Closing): (i) this Agreement and the Merger 6.1.1. Seller shall have received performed all of its obligations hereunder required to be performed by it at or prior to the Requisite Target Stockholder ApprovalClosing in all material respects; (ii) 6.1.2. each of the representations and warranties set forth of Seller contained in Section 4 above this Agreement shall be true and correct in all material respects at as of the date of this Agreement and as of the Closing DateDate as though made on the Closing Date (without regard to materiality or Company Material Adverse Effect qualifiers contained therein), except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," expressly relate to an earlier date, in which case as of such earlier date, and in each case except where the failure of the representations and warranties (as so written, including the term material or Material) shall to be true and correct individually or in all respects at the aggregate, has not had and as of the Closing Date; (iii) Target shall would not reasonably be expected to have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "a Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) 6.1.3. no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction Governmental Entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, Order would have or charge would reasonably be expected to: (Ai) have a Material Adverse Effect; (ii) prevent consummation of any of the transactions transaction contemplated by this Agreement, ; or (Biii) cause any of the transactions transaction contemplated by this Agreement to be rescinded following consummation, (C) adversely affect ; without derogating from the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any generality of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunctionforegoing, judgment, order, decree, ruling, or charge neither Seller nor any BU shall be in effect)the subject of voluntary or involuntary proceedings seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official; (v) Target 6.1.4. no Material Adverse Effect with respect to BU shall have occurred or been discovered by Buyer; 6.1.5. Seller shall have delivered to Buyer a certificate certificate, dated as of the Closing date and signed by Seller’s President or Chief Executive Officer, certifying to the effect that each of the conditions specified above in 6(b)(i)-(iv) Sections 6.1.1 through 6.1.4 above is satisfied in all respects; 6.1.6. Seller shall have assigned (viincluding obtaining the consent where necessary) or amended (a) under Section 1.6 of the BU Contracts representing at least 75% of the total ▇▇▇▇▇▇▇▇ of the BU for the period from January 1, 2007 to June 30, 2008 and (b) the other Contracts set forth on Schedule 6.1.6 hereto; 6.1.7. Seller shall have taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instrumentshereby, and any notice requirements under Seller’s charter, bylaws, or other documents required governing documents, shall have been waived or complied with; 6.1.8. at least ten (10) of the Sales Employees shall have accepted an offer of employment with Buyer (or a Subsidiary of Buyer) and shall not have repudiated such employment prior to effect the Closing Date; 6.1.9. at least two (2) of the Key Employees shall have accepted an offer of employment with Buyer (or a Subsidiary of Buyer) and shall not have repudiated such employment prior to the Closing Date; 6.1.10. the Individual shall not have repudiated his employment with Buyer (or a Subsidiary of Buyer) prior to the Closing Date; 6.1.11. all Liens on any Acquired Assets shall have been released effective immediately prior to the Closing Date; and 6.1.12. a written termination of the review or clearance of the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive hereunder shall have been obtained from CFIUS, without any condition specified in this Section 6(b) if it executes requiring a writing so stating at divestiture by, or prior to other material restriction or material adverse effect on the Closingbusiness operations of, Buyer or the BU.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditionsconditions as of the Closing: (ia) The representations and warranties made by Seller in this Agreement and in any certificate delivered by Seller pursuant hereto that are subject to materiality qualifications shall be true and correct in all respects at and as of the Merger shall have received the Requisite Target Stockholder Approval; (ii) Closing, and the representations and warranties set forth made by Seller in Section 4 above this Agreement and in any certificate delivered by Seller pursuant hereto that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Closing, in each case as though then made and as though the Closing Date, except to Date was substituted for the extent that date of this Agreement throughout such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations warranties, and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such the covenants (as so written, including the term "material" and agreements required to be performed by Seller hereunder on or "Material") in all respects through prior to the Closing; (ivb) no actionSeller shall have obtained documents and/or instruments (such as UCC-3 termination statements and the like) for the release of all Liens relating to the Purchased Assets (other than Permitted Liens); (c) Seller shall have received or obtained all third party, board of director and shareholder consents and approvals that are necessary for the consummation of the transactions contemplated hereby, or that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any Assumed Contract, in each case on terms reasonably satisfactory to Buyer; (d) Buyer and Seller shall have received or obtained all governmental and regulatory consents and approvals that are necessary for the consummation of the transactions contemplated hereby, in each case on terms reasonably satisfactory to Buyer; (e) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby, or that could adversely affect the right of Buyer or its affiliates to own, operate or control all or any portion of the Purchased Assets or require divestiture by Buyer or any of its affiliates of all or any portion of the Purchased Assets, and no investigation that could result in any such suit, action or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, threatened; and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions All proceedings to be taken by Target Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to be delivered by Seller to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition Any conditions specified in this Section 6(b) if it executes a 2.1 may be waived only in writing so stating at or prior to by Buyer and specifying in reasonable detail the Closingprovision being waived.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section SECTION 4 (other than the representations and warranties set forth in SECTIONS 4(A), (B) and (C)) above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "material", "Material Adverse Effect," or and "Material Adverse Change," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date, and the representations and warranties set forth in SECTION 3(A) and SECTIONS 4(A), (as so written, including the term material or MaterialB) and (C) above shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target the Company and Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except (A) to the extent that such covenants are qualified by the term "material," or contain terms such as "material", "Material Adverse Effect," or and "Material Adverse Change," and (B) with respect to the covenants contained in SECTIONS 5(I), (J), (K), (M), (N), (O), (P), (R) and (S) in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iii) the Company shall have procured all of the third-party consents specified in SECTION 5(B) above, each of which shall be reasonably satisfactory to Buyer in form and substance; (iv) no action, suit, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator Governmental Entity wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Company Shares and to control the former Subsidiaries of Buyer, Company or (D) affect materially and adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, ruling or charge shall be in effect); (v) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSECTIONS 7(A)(I) through (III) is satisfied in all respects; (vi) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been ter▇▇▇▇▇▇▇; (vii) Buyer shall have received from the Company a Certificate of Secretary and incumbency certificate, including the following attachments (A) Articles of Incorporation, certified as of a recent date by the Secretary of State of the Commonwealth of Pennsylvania, (B) bylaws of the Company, and (C) resolutions of 44 directors and shareholders, if necessary, approving this Agreement and the Merger transaction contemplated hereby; (viii) Sellers shall have delivered to Buyer copies of the certificate of good standing of Company issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the Commonwealth of Pennsylvania; (ix) each Seller shall have provided Buyer with an affidavit of non-foreign status that complies with Section 1445 of the Code; (x) Buyer shall have received financing under and in accordance with the Requisite Buyer Stockholder Approvalterms of the Commitment Letters; (viixi) the Executive Agreement shall not have been terminated by John R. DePaul and shall be in full force and effect; (▇▇▇) ▇▇▇ ▇▇▇▇ing EBITDA shall not be less than Fifteen Million Two Hundred Fifty Thousand Dollars ($15,250,000); and (xiii) Provided that Buyer shall have provided the funds to do so, Buyer shall have received evidence satisfactory to Buyer that all Indebtedness of the Company identified by Buyer reasonably in advance of the Closing shall have been repaid and extinguished or will be repaid and extinguished at the Closing; (xiv) Provided that Buyer shall have provided the funds to do so, Buyer shall have received evidence satisfactory to Buyer that all Specified Liens on the assets and properties of the Company identified by Buyer reasonably in advance of the Closing have been unconditionally released and terminated; (xv) the updates to the Phase I Environmental Site Assessments referred to in SECTION 5(H) hereof shall have been obtained; and (xvi) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(bSECTION 7(A) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section §3(a) and §4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iviii) no action, suit, or proceeding There shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§§7(a)(i) through 7(a)(iii) is satisfied in all respects; (viv) this Agreement and the Merger Buyer shall have received from counsel to Seller an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Buyer, and dated as of the Requisite Buyer Stockholder ApprovalClosing Date; (viivi) all All actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section 4 2 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Seller shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (ivc) no action, suit, or proceeding shall be pending or threatened before any No court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein shall have issued an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, ; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (C) adversely affect prohibit the right of Surviving Corporation to own Buyer from owning the former assets, to operate the former business, stock and to control the former Subsidiaries of Buyer, controlling Seller; or (D) adversely affect the right of Seller or any of the former its Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vd) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 6.1(a)-(c) is satisfied in all respects; (vie) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all All actions to be taken by Target Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer; (f) Buyer shall have received the approval of the Kansas Commissioner of Insurance pursuant to Section 40-3304 of the Kansas Insurance Code and any other approvals required under the insurance laws of the jurisdictions set forth on Section 2.1 of the Disclosure Schedule; and (g) Buyer’s application to the Office of Thrift Supervision to become a federal savings and loan holding company has been approved by the Office of Thrift Supervision or Buyer has received notice from the Office of Thrift Supervision that consummation of the transactions contemplated by this Agreement will not preclude or delay such approval beyond the expiration date of Buyer’s Stock Purchase Agreement with Kansas City Life Insurance Company under which Buyer or one of its subsidiaries would acquire Generations Bank. Buyer may waive any condition specified in this Section 6(b) 6.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction (or waiver, if lawful), as of the Closing, of each of the following conditions:. (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth contained in Section 4 above Article 3 hereof shall be true and correct in all material respects at and as of on the Closing Date, except to the extent that Date as if such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at were made on and as of such date and, at the Closing, Seller shall have executed and delivered to Buyer a certificate to that effect. (b) The obligations of Seller and South Buffalo to be performed before the Closing Date; (iii) Target Date pursuant to the terms of this Agreement shall have been performed and complied with all of its covenants hereunder in all material respects through and, at the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target Seller shall have performed executed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing;delivered to Buyer a certificate to that effect. (ivc) On the Closing Date there shall be: (i) no actioninjunction, suitwrit, preliminary injunction or proceeding shall be pending or threatened before other order in effect of any nature issued by a court or quasi-judicial governmental authority having jurisdiction that prohibits or administrative agency of restrains or restricts in any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent material respect the consummation of any of the transactions contemplated by this Agreementhereby; and (ii) no statute, (B) cause any of rule, regulation, judgment order enacted, entered, enforced, promulgated or deemed applicable to the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect that prohibits the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby or materially limits Buyer's ability to operate South Buffalo's business as currently conducted. (d) Seller shall have executed and all certificatesdelivered the Confidentiality Agreement referred to in Section 8.2.1(b), opinionsthe Transportation and Related Services Agreement referred to in Section 8.3, instrumentsthe Cooperation Agreement referred to in Section 8.4, and the Transition Services Agreement referred to in Section 8.7. (e) Seller and Buyer shall have obtained all required approvals, permits, authorizations and consents of any governmental, administrative or regulatory agency (federal, state, local or otherwise), which are listed on Exhibit 6.1(e), upon terms reasonably acceptable to both parties. (f) Buyer shall have reasonably satisfied itself that neither it nor South Buffalo shall have any liability for labor protection that may be imposed in connection with this transaction. (g) Buyer shall have satisfied itself that since December 31, 2000, South Buffalo has not: (i) incurred any obligations or liabilities, absolute, accrued, contingent or otherwise, except current liabilities in the ordinary course of business consistent with past practice; (ii) made any loans, advances, assignments or distributions of money, contracts or assets to any officer, director or stockholder, other documents required than payments in the ordinary course of business consistent with past practice and except as provided in Section 2.4; (iii) discharged or satisfied any liens or encumbrances or paid any obligations or liabilities, except current Balance Sheet liabilities and current liabilities incurred since August 31, 2001, in each case, in the ordinary course of business consistent with past practice; (iv) declared or made any stockholder payment or distribution except in the ordinary course of business consistent with past practice and except as provided in Section 2.4 or purchased or redeemed any of its securities or agreed to effect do so; (v) mortgaged, pledged or subjected to lien, encumbrance or charge any of its assets; (vi) cancelled any debt or claim or sold or transferred any assets except sales from inventory in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or loss (whether or not covered by insurance) materially affecting its properties, business or prospects; (viii) waived any rights of substantial value; (ix) agreed to any amendments or modifications in any marketing arrangement or transportation agreement to which it is a party, (x) agreed to any changes in (A) the rights of third parties to operate or use the assets or properties of South Buffalo or (B) the rights of South Buffalo to operate or use the assets or properties of any third party, (xi) made any Tax elections that could adversely affect South Buffalo's Tax obligations with respect to any period that includes or occurs after the Closing Date; or (xii) entered into any material transaction other than in the ordinary course of business consistent with past practice. (h) Buyer shall have completed its due diligence review of South Buffalo and the Rail Facilities, and the results of such review shall be acceptable to Buyer in its sole discretion. (i) Buyer shall have obtained, within fourteen (14) days after the date of this Agreement, approval from Fleet National Bank (as agent) for use of Buyer's credit facility in an amount up to the Purchase Price, on terms acceptable to Buyer in its sole discretion, in connection with Buyer's acquisition of the Stock and consummation of the transactions contemplated hereby will be reasonably satisfactory described in this Agreement. (j) Seller shall have delivered to Buyer an affidavit concerning its ownership of the Long Bridge in the form and substance to Buyerof Exhibit 6.1(j). Notwithstanding the foregoing, Buyer may waive any condition specified the satisfaction of the conditions contained in this Section 6(bSections 6.1(a), (b), (e) if (as it executes a writing so stating at or prior relates to the ClosingBuyer's approvals), (f), (g), (h), (i) and (j).

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of all of the following conditions:conditions (all or any of which may be waived, in whole or in part, by the Buyer): (a) The Procedures Order has been entered by the Bankruptcy Court and is no longer subject to stay, modification, or appeal and has become a final order. (b) The Sale Order, in all respects in a form reasonably acceptable to counsel for Buyer, has been entered by the Bankruptcy Court and either (i) this Agreement is no longer subject to stay, modification, or appeal and the Merger shall have received the Requisite Target Stockholder Approval; has become a final order; or (ii) provides that the ten (10) day periods provided for in Federal Rules of Bankruptcy Procedure 6004(g) and 6006(d) are waived. (c) Seller's representations and warranties set forth contained in Section 4 above shall be the Agreement are true and correct in all material respects at and as of the Closing Date, except to the extent that Date as though such representations and warranties are qualified by the term "material," or contain terms were made at such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties time. (as so writtend) Seller has, including the term material or Material) shall be true and correct in all respects at material respects, performed or complied with, as the case may be, all obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date. (e) Seller has executed and delivered the ▇▇▇▇ of Sale and the Assignment. (f) A duly authorized officer of the Seller has executed and delivered to Buyer a certificate dated as of the Closing Date;Date certifying as to (c) and (d) above. (iiig) Target shall have performed and complied with all There is no injunction or order of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency government authority of any federal, state, local, or foreign competent jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would prohibiting the transactions contemplated by this Agreement. (Ah) prevent Upon consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, Buyer will have obtained good title in and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the ClosingAcquired Assets.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction (or written waiver by Buyer) of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties of Seller and Parent set forth in Section 4 above this Agreement (including the Schedules) shall be true and correct in all material respects respects, with respect to representations and warranties not qualified by materiality or Material Adverse Effect, or in all respects, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in each case, as of the date hereof and at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such Date as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at though made on and as of the Closing Date; (iiib) Target Seller and Parent shall have performed and complied with all of its covenants and agreements hereunder applicable to them in all material respects through the Closing, except to the extent that such covenants or agreements are qualified by the term "material," materiality or contain terms such as "Material Adverse Effect" or "Material Adverse Change," , in which case Target Seller and Parent shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") agreements in all respects through the Closing; (ivc) no actionSeller and Parent shall have given and delivered to Buyer all notices, suitmade and delivered to Buyer all registrations and filings, and procured and delivered to Buyer all of the authorizations, consents, approvals, orders and declarations that, in each case, are set forth in Schedule 4.04; (d) since the date hereof, there shall not have been any event, change, circumstance, condition, development or proceeding effect that has caused or could reasonably be expected to cause a Material Adverse Effect; (e) there shall be no effective or pending Action, Law or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would Order that could reasonably be expected to (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, and to control the former Subsidiaries of BuyerAcquired Assets, or (Div) adversely affect the right of Buyer or any of the former Subsidiaries of Buyer its Affiliates to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)businesses; (vf) Target Seller and Parent shall have delivered to Buyer all deliverables specified in Section 3.02; and (g) Seller and Parent shall have delivered to Buyer a certificate to the effect that each true, correct and complete copy of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement an amended and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby restated exclusive supply and all certificatesservice agreement, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance reasonably acceptable to Buyer. Buyer may waive any condition specified , duly executed by Seller and Carmeda AB, and the matters referenced in this Section 6(bSchedule 8.01(g) if it executes a writing so stating at or prior to the Closingshall be true and correct.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditionsconditions as of the Closing: (ia) The representations and warranties made by Seller in this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above any certificate delivered by Seller pursuant hereto shall be true and correct as of the date hereof and the Closing Date; (b) Seller shall have performed and complied with the obligations and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; (c) Seller shall have obtained releases of all Liens of whatever nature relating to the Purchased Assets (other than the Permitted Liens); (d) Seller shall have received or obtained all third party consents and approvals that are necessary for the consummation of the transactions contemplated hereby or that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any Assumed Contract (including the consent of Levi ▇▇▇▇▇▇▇ & Co. but excluding the consent of the landlords for the Leased Real Property) (collectively, the “Third-Party Approvals”), in each case on terms reasonably satisfactory to Buyer; (e) Buyer and Seller shall have received or obtained all governmental and regulatory consents and approvals that are necessary for the consummation of the transactions contemplated hereby and Buyer’s operation of the Business following the Closing, in each case on terms satisfactory to Buyer; (f) Since September 30, 2004, there shall have been no material respects at adverse change or development in the financial condition, operating results, assets, operations, employee relations or customer or supplier relations of the Business taken as a whole; (g) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby, or that could have a material adverse effect on the business, financial condition, operating results or assets of the Business taken as a whole or adversely affect the right of Buyer or its Affiliates to own, operate or control all or any portion of the Purchased Assets or the Business, and no investigation that could result in any such suit, action or proceeding shall be pending or threatened; (h) Seller shall have delivered to Buyer non-foreign Person affidavits as of the Closing Date, except and in form and substance required under the Treasury Regulations issued pursuant to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as Section 1445 of the Closing DateCode stating that Seller is not a “foreign person” as defined in Code Section 1445; (iiii) Target Seller and Buyer shall have performed entered into a transition services agreement in form and complied substance of Exhibit A attached hereto (the “Transition Services Agreement”); and (j) Seller shall have entered into a collateral access agreement or similar agreement with all the lenders to Buyer or any of its covenants hereunder in all material respects through the Closing, except permitted assignees pursuant to the extent that Section 7.3(b),in form and substance reasonably acceptable to such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed lender and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions Seller. All proceedings to be taken by Target Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will reasonably requested by Buyer shall be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition Any conditions specified in this Section 6(b) if it executes a 3.1 may be waived only in writing so stating at or prior to by Buyer and specifying in reasonable detail the Closingprovision being waived.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 §3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Materialqualified) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "“material” and “Material Adverse Effect" or "Material Adverse Change," ” in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material"qualified) in all respects through the Closing; (iii) Target shall have procured all of the third party consents specified in §7(a)(iii) of the Disclosure Schedule; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely affect the right of Surviving Corporation Buyer to own the former assets, Acquired Assets or to operate the former business, and to control the former Subsidiaries businesses of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business Target (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§7(a)(i), (ii) and (iv) is satisfied in all respects; (vi) this the relevant parties shall have executed the ▇▇▇▇ of Sale and entered into the Assignment and Assumption Agreement in form and substance as set forth in Exhibits A-1 through A-2 attached hereto and the Merger same shall have received the Requisite Buyer Stockholder Approvalbe in full force and effect; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer; (viii) Target shall have obtained and delivered to Buyer a written consent for the assignment of each of the Leases, and, if requested by Buyer’s lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance satisfactory to Buyer and Buyer’s lender; (ix) Target shall have obtained and delivered to Buyer an estoppel certificate with respect to each of the Leases, dated no more than 5 days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to Buyer (the “Estoppel Certificates”); (x) [intentionally left blank]; (xi) no damage or destruction or other change has occurred with respect to any of the Leased Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the Leased Real Property or the operation of Target’s business as currently conducted; (xii) Target shall have delivered to Buyer a copy of the articles of organization for Target certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of formation; (xiii) Target shall have delivered to Buyer copies of the certificate of good standing for Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of formation and of each jurisdiction in which each Target is qualified to do business; and (xiv) Target shall have delivered to Buyer a certificate of the secretary or an assistant secretary, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the articles of organization of Target since the date specified in clause (xii) above; (ii) the operating agreement of Target; and (iii) the resolutions of the managers of Target authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby. Buyer may waive any condition specified in this Section 6(b§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) : the representations and warranties set forth in Section 4 above 3 shall be true and correct in all respects, except as set forth in the Supplemental Information (so long as such Supplemental Information is not deemed by Buyer, in Buyer’s sole discretion, to have a material respects adverse effect on the acquired assets or business), at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "; no Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including Change shall have occurred since the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target Most Recent Fiscal Month End; Seller shall have performed and complied with all of its covenants hereunder in all material respects through and the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") other Transaction Agreements in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Closing Date; Seller shall have delivered evidence to Buyer a certificate that the aggregate number of students enrolled in educational programs (as defined by the DOE, WASC or the Integrated Postsecondary Education Data System) of the University (such number, the “Aggregate Enrollment”) for the fall semester of 2014 is not less than 90% of the Aggregate Enrollment for the fall semester of 2013. Buyer (or an Affiliate of Buyer) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered an agreement for the purchase of all equity interests of Alliant Mexico held by ▇▇. ▇▇▇▇▇▇▇, and all conditions precedent to the effect that each consummation of such purchase, other than the Closing, shall have been satisfied or waived; Seller shall have procured all Consents (including the Lease Consents) and made or obtained all Educational Notices/Consents required to be made or obtained prior to Closing; Buyer shall have entered into arrangements satisfactory to Buyer with respect to employees covered by the Collective Bargaining Agreements; all Pre-Closing Educational Notices/Consents identified in Section 5.2(a) of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger Disclosure Schedule shall have received been delivered or obtained, as applicable; Seller shall have completed all required and voluntary pre-acquisition processes with the Requisite Buyer Stockholder ApprovalCalifornia Student Aid Commission; Seller shall have completed all required and voluntary pre-acquisition processes with the California State Approving Agency for Veteran’s Education; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Seller Stockholder ApprovalApproval and the number of Dissenting Shares shall not exceed 10% of the number of outstanding Seller Shares; (ii) this Agreement and the Acquisition (including the Share Exchange Agreement) shall have received the Requisite Sindu Approvals; (iii) Seller and its Subsidiaries shall have procured all of the third-party consents specified in Section 5(b) above; (iv) the representations and warranties set forth in Section 4 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "''material," '' or contain terms such as "''Material Adverse Effect" '' or "''Material Adverse Change," '' in which case such representations and warranties (as so written, including the term material ''material'' or ''Material'') shall be true and correct in all respects at and as of the Closing Date; (iiiv) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "''material," '' or contain terms such as "''Material Adverse Effect" '' or "''Material Adverse Change," '' in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "''material" '' or "''Material"'') in all respects through the Closing; (ivvi) no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign non-U.S. jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, and (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of there shall not be any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect)effect preventing consummation of any of the transactions contemplated by this Agreement; (vvii) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 6(a)(i)-(v) is satisfied in all respects; (viviii) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (viiix) the Buyer not having received any correspondence from any relevant securities regulator or the OTC QB that such issuance of the Buyer Shares is not permitted; (x) all actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. (xi) Seller and Sindu will obtain an extension of not less than six (6) months of the Seller's and Sindu's payment obligations to IICT under the Seller India License. (xii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall have entered into an employment agreement with Buyer to serve as the Chief Executive Officer of Buyer on terms and conditions acceptable to the Buyer. Buyer may waive any condition specified in this Section 6(b6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction (or, where legally permissible, waiver in writing by Buyer) of the following conditions: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section 4 above Article 3 that are qualified as to “materiality” shall be true and correct, and those not so qualified shall be true and correct in all material respects at respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent provided that such representations and warranties are qualified by the term "material," any representation or contain terms such warranty that specifically references a different date as "Material Adverse Effect" or "Material Adverse Change," in of which case such representations and warranties (as so written, including the term material or Material) shall it is given must be true and correct in all respects at and as of the Closing Datesuch different date; (iiib) Sellers and Target shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except that are required to the extent that such covenants are qualified by the term "material," be performed at or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through before the Closing; (ivc) no actionNo actions, suit, or proceeding proceedings shall be pending or threatened by or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vd) From and after March 31, 2007, no material adverse change shall have occurred in the business, assets, properties, condition (financial or otherwise), results of operations, or prospects of any one or more of Target and there shall not exist any occurrence, circumstance or effect which, individually or in the aggregate, could reasonably be expected to have such a material adverse change; (e) Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7.1(a)—(d) is satisfied in all respects; (vif) All applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of Governmental Bodies and other third parties referred to in Section 3.5; (g) Buyer shall be satisfied with the disclosure materials delivered by Sellers to Buyer after the execution and delivery of this Agreement as provided in Section 7.1(g) of the Disclosure Schedule; (h) Buyer shall have received from counsel to Target a letter addressed to Buyer and dated as of the Merger Closing Date, in form and substance acceptable to Buyer, giving the opinions set forth in Exhibit Q attached hereto; (i) Buyer shall have received the Requisite Buyer Stockholder Approvalwritten resignations, effective as of the Closing, of each director and officer of Target listed on Schedule 7.1(j); (viij) all The employees listed on Schedule 7.1(j) shall have entered into their respective Employment Agreements, and such Employment Agreements shall be in full force and effect; (k) All Sellers shall have entered into non-competition agreements in substantially the form of the attached Exhibit E, and such non-competition agreements shall be in full force and effect; (l) All actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. ; (m) Buyer may shall have obtained the financing to consummate the transactions contemplated hereby on the terms provided in the Commitment Letter; Buyer may, if legally permissible, waive any condition conditions specified in this Section 6(b) 7.1 if it executes a writing so stating at or prior to the Closingstating.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iiA) the representations and warranties set forth in Sections 3(a), 4(a), 4(b), 4(e) and 4(i) shall be true and correct as of the date hereof and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (B) the representations and warranties set forth in Sections 4(h), 4(k)(vii), 4(p)(ii), 4(s) and 4(u) (disregarding for purposes of this Section 4 above 7(a)(i) any qualification as to materiality) shall be true and correct as of the date hereof and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), provided that the condition in this Section 7(a)(i)(B) shall be deemed satisfied with respect to such representations and warranties unless the events, facts or circumstances constituting or giving rise to any breach of any such representation and warranty would be required to be disclosed in a registration statement on Form S-1 (or any applicable successor form) under the Securities Act provided in connection with a public offering of securities by the Business, in order for the information contained in such registration statement to be Compliant, and (C) the other representations and warranties of the Sellers shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except that with respect to clause (C) above, representations and warranties qualified by the term "material," or that contain terms such as "Material Adverse Effect" or "Material Adverse Change" (as so written, including the term "material" or "Material"), shall be true and correct in all respects as of the date hereof and at and as of the Closing Date; (ii) Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such representations and warranties covenants are qualified by the term terms such as "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this AgreementAgreement and no action, (B) cause any suit, claim or proceeding shall be pending that would reasonably be expected to prohibit or enjoin the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (viv) Target Seller shall have delivered to Buyer a certificate executed by an authorized officer of Seller to the effect that each of the conditions specified above in 6(b)(i)-(ivSections 7(a)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) or required approvals, authorizations or consents under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or any similar applicable law under any foreign jurisdiction or Foreign Authority shall have expired, been obtained or otherwise been terminated, as applicable; (vi) this Agreement the Parties and the Merger Target Companies and their Subsidiaries shall have obtained each third party consent where the failure to obtain such consent would individually have a Material Adverse Effect; (vii) Seller shall have delivered evidence reasonably satisfactory to Buyer that the Target Companies and their Subsidiaries are no longer guarantors under the Alpharma Credit Agreement or the indenture governing Seller's 85/8% Senior Notes due 2011 and that the assets of the Asset Sellers (to the extent included in the Acquired Assets), Target Companies and their Subsidiaries, and the capital stock of the Target Companies and their Subsidiaries are no longer subject to the Alpharma Credit Agreement Lien; (viii) Seller shall have delivered to Buyer certificates complying with the Code and Treasury Regulations, in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that Seller is not a foreign person and, with respect to each Asset Seller, that none of the Acquired Assets is a U.S. real property interest; if no such certificate is received by the Closing, there shall be withholding to the extent required by section 1445 of the Code (and the amount of any such withholding shall be treated as part of the Purchase Price); (ix) Seller shall have delivered to Buyer an executed counterpart to a lease agreement between the Parties (or one or more of their respective Affiliates) for the facility at Copenhagen (the "Copenhagen Facility Lease Agreement") in the form of Exhibit G-1 attached hereto; (x) Seller shall have delivered to Buyer an executed counterpart to a toll manufacturing agreement between the Parties (or one or more of their respective Affiliates) in connection with manufacturing certain products at the Copenhagen facility (the "Copenhagen Facility Toll Manufacturing Agreement") in the form of Exhibit G-2 attached hereto; (xi) Seller shall have delivered to Buyer an executed counterpart to a lease agreement between the Parties (or one or more of their respective Affiliates) for the office space in S▇▇▇▇▇ (the "S▇▇▇▇▇ Lease Agreement") in the form of Exhibit G-3 attached hereto; (xii) Seller shall have delivered to Buyer an executed counterpart to a service agreement between the Parties (or one or more of their respective Affiliates) in connection with the E▇▇▇▇▇▇▇▇ facility (the "E▇▇▇▇▇▇▇▇ Shared Facility Agreement") in the form of Exhibit G-4 attached hereto; (xiii) Seller shall have delivered to Buyer an executed counterpart to a shared facility agreement between the Parties (or one or more of their respective Affiliates) in connection with the Piscataway facility (the "Piscataway Shared Facility Agreement") in the form of Exhibit G-5 attached hereto; (xiv) Seller shall have delivered to Buyer an executed counterpart to a toll manufacturing agreement between the Parties (or one or more of their respective Affiliates) in connection with manufacturing certain "K▇▇▇▇▇" products at the E▇▇▇▇▇▇▇▇ facility (the "E▇▇▇▇▇▇▇▇ Facility Toll Manufacturing Agreement") in the form of Exhibit G-6 attached hereto; (xv) Seller shall have delivered to Buyer an executed counterpart to a API supply agreement between the Parties (or one or more of their respective Affiliates) with respect to Bacitracin and Polymyxin (the "API Supply Agreement") in the form of Exhibit G-7 attached hereto; (xvi) Seller shall have delivered to Buyer executed counterparts to the distribution agreements between the Parties (or one or more of their respective Affiliates) with respect to Vancomycin (the "Vancomycin Distribution Agreements") in the form of Exhibit G-8A and Exhibit G-8B attached hereto; (xvii) Seller shall have delivered to Buyer an executed counterpart to a transition services agreement between the Parties (or one or more of their respective Affiliates) in connection with the information technology systems (the "IT Transition Services Agreement") in the form of Exhibit G-9 attached hereto; (xviii) Seller shall have delivered to Buyer an executed counterpart to the Trademark License Agreement in the form of Exhibit G-10 attached hereto; (xix) Seller shall have delivered to Buyer an executed counterpart to a distribution agreement between the Parties (or one or more of their respective Affiliates) in connection with the distribution of products of the Branded Pharmaceutical Business by the Business on behalf of Seller (the "Branded Pharmaceuticals Distribution Agreement") in the form of Exhibit G-11 attached hereto; (xx) Seller shall have delivered to Buyer an executed counterpart to an administrative services agreement between the Parties (or one or more of their respective Affiliates) in connection with the certain administrative services to be provided by the Business to Seller (the "Administrative Services Agreement") in the form of Exhibit G-12 attached hereto; (xxi) Seller shall have delivered to Buyer an executed counterpart to a supply agreement between the Parties (or one or more of their respective Affiliates) in connection with the supply by Buyer to Parmed of certain Products (the "Parmed Supply Agreement") in the form of Exhibit G-13 attached hereto; (xxii) Seller shall have delivered to Buyer executed counterparts to finance support agreements between the Parties (or one or more of their respective Affiliates) relating to finance support to be provided by Seller or its Affiliates to the Business in Norway and Denmark (the "Finance Support Agreements") in a form mutually acceptable to the Parties; (xxiii) Seller shall have delivered to Buyer, with respect to each of the Transferred Leases, an assignment of lease, duly executed by the appropriate Asset Seller, and duly executed and consented to by the applicable landlord, in form reasonably satisfactory to Buyer, assigning such Asset Seller's interest as tenant to an entity designated by Buyer; (xxiv) Buyer shall have received from K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel to Seller, an opinion in form and substance as set forth in Exhibit H-1 attached hereto, and from suitable law firms in Denmark, Norway, the Requisite United Kingdom and Germany, opinions in form and substance customary for transactions similar to the transactions contemplated hereby and reasonably acceptable to Buyer, in each case addressed to Buyer Stockholder and dated as of the Closing Date; (xxv) Buyer shall have received from R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger P.A., Delaware counsel to Seller, an opinion in form and substance as set forth in Exhibit H-2 attached hereto, addressed to Buyer and dated as of October 16, 2005, which opinion shall not have been withdrawn; (xxvi) the Target Companies and their Subsidiaries shall not have any Indebtedness other than the German Loan and the U.K. Note (to the extent assumed by Buyer or its Affiliates pursuant to this Agreement); (xxvii) Seller shall have delivered to Buyer satisfactory evidence of ISRA Approval; (viixxviii) Seller shall have executed and delivered the IRS Form 8023 making the Section 338(h)(10) Election for Alpharma USPD, Inc.; and (xxix) all actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) 0 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section 4 Article 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material or Material“material”) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Nautilus shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," ” in which case Target Nautilus shall have performed and complied with all of such covenants (as so written, including the term "“material" or "Material"”) in all respects through the Closing; (ivc) Nautilus shall have procured the third-party consents specified in Schedule 7.1(c); (d) no action, suit, or proceeding shall be pending before (or threatened before that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign non-U.S. jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Ciii) adversely affect the right of Surviving Corporation Buyer to own the former assets, to Acquired Assets or operate the former business, and to control the former Subsidiaries business of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business Schwinn (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (ve) Target Nautilus shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7.1(a)-(d) is satisfied in all respects; (vif) Nautilus and Buyer shall have received all material authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 3.3 and 4.3 above; (g) Nautilus shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Nautilus, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to any resolutions of the board of directors (or a duly authorized committee thereof) of Nautilus relating to this Agreement and the Merger transactions contemplated hereby; and (h) Nautilus shall have received executed and delivered the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to BuyerLicense Agreement. Buyer may waive any condition specified in this Section 6(b) if it executes 7.1 by executing a writing so stating at or prior to the Closing, or by consummating the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the closing of the transactions to be performed by it contemplated in connection with the Closing this Agreement is subject to the satisfaction or waiver (by B▇▇▇▇ in writing), at or before the Closing, of the following conditionsconditions set forth in this Section 6.1: (ia) this Agreement and any applicable waiting period under the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except HSR Act relating to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement and any extensions thereof (including, (B) cause without limitation, any written notification to Buyer or the Company that an investigation of the transactions contemplated by this Agreement to be rescinded following consummation, (Cby any Governmental Authority remain open) adversely affect the right of Surviving Corporation to own the former assets, to operate the former businessshall have expired or been terminated, and to control the former Subsidiaries of Buyerall filings, or (Dauthorizations and approvals and consents set forth in Section 6.1(a) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets Disclosure Letter shall have been made with or obtained from all applicable Governmental Authorities and to operate its business any applicable waiting periods thereunder (and any extensions thereof) shall have expired or been terminated; (b) there shall be no such injunctionProceeding pending before any Governmental Authority that seeks to restrain, judgmentdelay, orderprohibit, decreeinvalidate, rulingset aside or impose any conditions upon the Closing, in whole or charge in part, and no Order with respect thereto shall be in effect); (c) intentionally omitted; (d) prior to the Closing, there shall not have occurred any event, circumstance, development, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) prior to the Closing Date, the Company caused (i) the IC-DISC Distribution and (ii) all intercompany agreements between the IC-DISC, on the one hand, and the Company, on the other hand, to be terminated; (f) Buyer shall have received the following: (i) the written resignation, effective as of the Closing, of the directors and non-employee officers of the Company; (ii) pay-off letters, delivered at least five (5) Business Days prior to the Closing Date, in a form reasonably acceptable to Buyer and the holders of such Repaid Closing Indebtedness with respect to the Repaid Closing Indebtedness, which letters provide for the dollar amount required to repay in full all such Repaid Closing Indebtedness and for the termination and release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the terms contained in such payoff letters; (iii) pay-off letters or final invoices, as applicable, delivered at least five (5) Business Days prior to the Closing Date, in respect of the Selling Expenses, which letters or final invoices, as the case may be, provide the dollar amount required to repay in full all such Selling Expenses; (iv) a certificate of good standing dated not more than five (5) Business Days prior to the Closing Date from the Secretary of State where the Company is incorporated or organized and for each state in which it is qualified to do business as a foreign corporation; (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respectsintentionally omitted; (vi) this Agreement and a certificate from the Merger shall have received Company dated as of the Requisite Buyer Stockholder ApprovalClosing Date which complies with the requirements of Treasury Regulation § 1.1445-5(b), certifying that the Company is not a U.S. real property holding corporation; (vii) a counterpart to the E. 49th Street Lease Agreement, duly executed by ABCAW Associates, Ltd.; (viii) a counterpart to the Mercantile Road Lease Agreement, duly executed by 23300 Mercantile Road Company; (ix) a counterpart signature page to the Escrow Agreement, duly executed by H▇▇▇▇▇ and Sellers’ Representative; (x) copies of resolutions of the board and shareholders of the Company, certified by the secretary of the Company as to the authorization of this Agreement and all actions of the transactions contemplated hereby; (xi) evidence satisfactory to be taken Buyer, in its sole and absolute discretion, of termination of all Contracts with the Company and its Affiliates (including the Sellers), together with releases executed by Target such Affiliates with whom the Company has terminated such Contracts providing that no further payments are due, or may become due, under or in respect of any such terminated Contracts and that in no event shall the Company pay any fee or otherwise incur any expense or financial exposure with respect to any such termination or release; (xii) evidence satisfactory to Buyer that the Reorganization has been consummated; (xiii) all instruments and documents necessary to release any and all Liens other than Permitted Liens, including authorizations to file all appropriate UCC financing statement amendments (termination statements); (xiv) evidence satisfactory to Buyer, in its reasonable discretion, of all necessary consents with respect to the transactions contemplated herein, including, without limitation, any and all necessary written consents of third parties to Material Contracts; (xv) an IRS Form W-9 duly executed by H▇▇▇▇▇ and each Seller; (xvi) a copy of the Tail Policies (as defined below); (xvii) a certificate of trust of each of the (A) J. ▇▇▇▇ 1982 Trust, (B) J. ▇▇▇▇ 2012 Trust, (C) M. Nook 2012 Trust (FBO J. ▇▇▇▇), (D) M. Nook 2012 Trust (FBO K. ▇▇▇▇▇▇▇▇), and (E) M. ▇▇▇▇ 2012 Trust (FBO M. Nook) executed by a trustee of each trust listing the trustees of each trust authorized to execute this Agreement and the Seller Ancillary Agreements and the instruments of transfer on behalf of each trust and, certifying the authority of each such person to execute the agreements, documents, and instruments on behalf of each such trust in connection with the consummation of the transactions contemplated hereby and all certificateshereby; (xviii) an estoppel certificate with respect to the Leased Real Property dated no more than ten (10) days prior to the Closing Date, opinionsfrom the other party to such Lease, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance satisfactory to Buyer; and (xix) such other documents as Buyer shall reasonably request. Any agreement or document to be delivered to Buyer may waive any condition specified in pursuant to this Section 6(b) if it executes a writing so stating at or prior 6.1, the form of which is not attached to the Closingthis Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section 4 §3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "‘‘material," ’’ or contain terms such as "‘‘Material Adverse Effect" ’’ or "‘‘Material Adverse Change," ’’ in which case such representations and warranties (as so written, including the term material ‘‘material’’ or ‘‘Material’’) shall be true and correct in all respects at and as of the Closing Date; (ii) This Agreement shall have been approved by the Requisite Stockholder Approval; (iii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "‘‘material," ’’ or contain terms such as "‘‘Material Adverse Effect" ’’ or "‘‘Material Adverse Change," ’’ in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "‘‘material" ’’ or "‘‘Material"’’) in all respects through the Closing; (iv) no action, suit, or proceeding There shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§6(a)(i)–(iii) is satisfied in all respects; (vi) this Agreement Seller and the Merger Buyer shall have received the Requisite Buyer Stockholder Approvalall authorizations, consents, and approvals of governments and governmental agencies referred to in §3(c) and §4(c) above; (vii) Seller shall have received all authorizations, consents, and approvals of the other parties identified in §3(c) of Seller’s Disclosure Schedule that require such authorizations, consents and approvals; and (viii) All actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. ; and Buyer may waive any condition specified in this Section 6(b§6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above 3 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or Material“Material Adverse Change” or “Material Adverse Effect”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers and Remy shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers and Remy shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "Material"“Material Adverse Change” or “Material Adverse Effect”) in all respects through the Closing; (iii) Remy, Sellers and the Subsidiaries shall have procured all the material consents specified on Exhibit O hereto (the “Material Consents”); (iv) Remy, Sellers and the Subsidiaries shall have obtained and delivered to Buyer evidence, which shall include written instruments satisfactory to Buyer, that the Acquired Assets have been fully released from all Liens other than Permitted Encumbrances, including but not limited to, all Liens and security interests in the Acquired Assets that relate to any agreement or obligation set forth on Exhibit V (the “Lien Releases”); (v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (C) materially adversely affect the right of Surviving Corporation Buyer to own the former assetsAcquired Assets, to operate the former businessTarget Business, and to control the former Subsidiaries of BuyerSubsidiaries, or (D) materially adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vvi) Target Sellers and Remy shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-( v) is satisfied in all respectshas been satisfied; (vivii) this Agreement all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated and Sellers, the Subsidiaries, and Buyer shall have received all required authorizations, consents, and approvals of governments and governmental agencies; (viii) the relevant Parties shall have entered into the Transaction Agreements and the Merger same shall be in full force and effect; (ix) Buyer shall have received from counsel to Sellers and Remy the opinion attached hereto as Exhibit P, addressed to Buyer, and dated as of the Closing Date; (x) Buyer shall have received the Requisite resignations, effective as of the Closing, of each officer and each members committee member of Magnum, other than those appointed at the direction of Navistar or whom Buyer Stockholder Approvalshall have specified in writing at least five (5) business days prior to the Closing, in the form attached hereto as Exhibit N; (viixi) Sellers will have terminated the employment of all employees engaged in the Target Business effective as of 11:59 p.m. on the Closing Date; (xii) Sellers shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that Sellers are not a “foreign person” as defined in Code Section 1445; (xiii) all actions to be taken by Target Sellers and Remy in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to Buyer; (xiv) Buyer shall have obtained, no later than ten (10) days prior to the Closing, Title Commitments for each Material Leased Real Property, issued by the Title Company; (xv) at Closing, Buyer shall have obtained Title Policies in accordance with the Title Commitments, insuring Buyer’s legal, valid, binding and enforceable leasehold interest in each Material Leased Real Property as of the Closing Date (including all recorded appurtenant easements, insured as separate legal parcels), with gap coverage from Sellers through the date of recording, subject only to Permitted Encumbrances, in such amount as Buyer reasonably determine to be the value of the Real Property insured thereunder, and Buyer shall pay all fees, costs and expenses with respect to the Title Commitments and Title Policies; (xvi) Buyer shall have obtained, no later than ten (10) days prior to the Closing, Surveys for each Material Leased Real Property, dated no earlier than the date of this Agreement; the Surveys shall not disclose any encroachment from or onto any of the Real Property or any portion thereof or any other survey defect that has not been cured or insured over to Buyer’s reasonable satisfaction prior to the Closing; and Buyer shall have paid or committed to pay all fees, costs and expenses with respect to the Surveys; (xvii) Sellers and the Subsidiaries shall have obtained and delivered to Buyer an estoppel certificate with respect to each Material Leased Property, dated no more than thirty (30) days prior to the Closing Date, from the other party to such Lease and/or Sublease, in form and substance satisfactory to Buyer; (xviii) Sellers and the Subsidiaries shall have obtained and delivered to Buyer a non-disturbance agreement with respect to each Material Leased Real Property, in form and substance satisfactory to Buyer, from each lender encumbering any real property underlying the Leased Real Property for such Lease or Sublease; (xix) no damage or destruction or other change has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the Real Property or the operation of the Target Business as currently conducted thereon; (xx) Sellers shall have delivered to Buyer copies of the certificate of incorporation (or formation) of FPP, IFS and each of the Subsidiaries certified on or within ten (10) days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s incorporation (or formation); (xxi) Sellers shall have delivered to Buyer copies of the certificate of good standing of FPP, IFS, and each of the Subsidiaries issued on or within ten (10) days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s organization and of each jurisdiction in which each such Person is qualified to do business; (xxii) Sellers shall have delivered to Buyer a certificate of the secretary or an assistant secretary of FPP, IFS and each of the Subsidiaries, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the certificate of incorporation (or other formation) of such Person since the date specified above; (ii) the bylaws (or other governing documents) of such Person; (iii) the resolutions of the shareholder, board of directors or other authorizing body (or a duly authorized committee thereof), as applicable, of such Person party to this Agreement authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of such Person party to this Agreement executing this Agreement or any other agreement contemplated by this Agreement; (xxiii) [Intentionally Omitted]; (xxiv) Seller shall have provided to Buyer the Assignment and Assumption Agreement, Estoppel and Consent substantially in the form attached hereto as Exhibit S, executed by Navistar Aftermarket Products, Inc. and Navistar International Transportation Corp.; (xxv) Buyer shall have reviewed and approved the Final Disclosures pursuant to Section 5(f)(ii); (xxvi) Sellers will have provided (a) proof of filing with the Indiana Department of Environmental Management a Notice of Intent to obtain a storm water discharge permit, or a copy of the granted permit itself; (b) completed Storm Water Pollution Prevention Plan (“SWPPP”) and Spill Prevention, Control and Countermeasures (“SPCC”) plan for the Leased Real Property and facility located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, each of which must be signed by a licensed environmental professional; (c) proof a hazardous waste Generator I.D. number from the U.S. EPA, with respect to the sandblast stream generated at the Leased Real Property at Toledo, Ohio, along with a copy of a contract between Sellers and a licensed third-party waste hauler for removal and disposal of such waste stream; (xxvii) Sellers shall have conducted a full physical inventory of all product and component inventory after December 10, 2006 but prior to the Closing Date, and as part of that physical inventory, Sellers shall have also performed a lower of cost or market testing on all cores inventory, and at Buyer’s election, Buyer’s representatives shall observe and perform test counts during the physical inventory; (xxviii) Sellers shall have revoked the powers of attorney related to Bank Accounts and lockboxes used by the Target Business, shall have cancelled all cash sweeps on the Bank Accounts and lockboxes, and shall have transferred all ownership over the Bank Accounts and lockboxes to Buyer; (xxix) Buyer shall have contracted for an insurance policy (the “Transaction Insurance Policy”) providing for coverage of any and all claims or Losses that would otherwise be made by Buyer pursuant to Sections 8(b)(i) (other than for breaches of representations and warranties under Sections 3(o), 3(q) and 3(z)), 8(b)(iii) and 8(b)(iv). (xxx) Buyer shall have contracted for an insurance policy (the “Environmental Insurance Policy”) providing for coverage of any and all claims or Losses that would otherwise be made by Buyer pursuant to Section 8(b)(i) for breaches of representations and warranties under Section 3(z); (xxxi) Sellers shall have provided to Buyer the FPP/Navistar Agreement re Magnum Obligations, substantially in the form attached hereto as Exhibit D, executed by Sellers, Navistar Aftermarket Products, Inc. and Navistar International Transportation Corporation; (xxxii) Buyer shall have received from Buyer’s valuation expert an executed valuation opinion letter (the “Valuation Opinion Letter”), substantially in the form attached hereto as Exhibit U; and (xxxiii) Sellers shall have provided to Buyer the executed Factual Certificates of (1) Brookwood Associates, LLC (2) the Chief Financial Officer of Seller’s Parent, and (3) the Chief Executive Officer of Seller’s Parent; each in form and substance reasonably satisfactory to Buyer. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing Transaction is subject to the satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties of Seller and the Company set forth in Section Article 4 above shall be true and correct in all material respects at and as of the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Seller and the Company shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Seller shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivc) The Parties shall have obtained approvals from all necessary Governmental Authorities to consummate the Transaction, including, without limitation, approval from the DOH if and to the extent required; (d) no actionGovernmental Authority shall have enacted, suitissued, promulgated, enforced or proceeding entered an Order which is in effect and has the effect of making the Transaction contemplated by this Agreement illegal, excepting illegality arising out of the Federal Cannabis Laws, otherwise restraining or prohibiting consummation of the Transaction or causing the Transaction to be rescinded following consummation. (e) no Claim shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would Order could (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, and Company Interests or to control the former Subsidiaries of BuyerCompany, or (D) adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business Business (and and, in each case, no such injunction, judgment, order, decree, ruling, or charge Order shall be in effect); (vf) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSections 7.1(a), (b) is and (e) are satisfied in all respects; (vig) this Agreement and the Merger Buyer shall have received the Requisite resignations, effective as of the Closing, of each manager, director and/or officer of the Company other than those whom Buyer Stockholder Approvalshall have specified to Seller in writing at least five (5) Business Days prior to the Closing Date; (viih) Buyer shall have received, free and clear of all Encumbrances, all certificates representing the Company Interests, properly endorsed, or, if the Company Interests are not certificated, an equity power and assignment separate from security for the Company Interests in favor of Buyer,; (i) all actions to be taken by Target Seller and the Company in connection with consummation of the transactions contemplated hereby Transaction and all certificates, opinions, instruments, agreements and other documents required to effect the transactions contemplated hereby will Transaction shall be reasonably satisfactory in form and substance to Buyer. ; (j) the Company shall have obtained and delivered to Buyer a written consent of Landlord approving the transfer of a controlling interest of the Company in accordance with Section 16.1(b) of [***], in form and substance reasonably satisfactory to Buyer; (k) Buyer and Landlord shall have negotiated (in form and substance reasonably satisfactory to Buyer), and executed such documents, instruments and agreements as may be required for Buyer to assume any obligations of Seller under the [***]; (l) the Company shall have obtained from Landlord and delivered to Buyer an estoppel certificate with respect to the [***], dated no more than thirty (30) days prior to the Closing Date, in form and substance reasonably satisfactory to Buyer (the “Estoppel Certificate”); (m) Seller shall have delivered to Buyer a copy of the certificate of status of the Company issued within thirty (30) days of the Closing Date by the Secretary of State for the Commonwealth of Pennsylvania showing the Company is in good standing in the Commonwealth of Pennsylvania; (n) Seller shall have delivered to Buyer a certificate of the secretary or an assistant secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, attesting to: (i) the certificate of formation and bylaws or similar organizational documents of the Company; (ii) the operating agreement of the Company; and (iii) a resolutions of the board of managers or other authorizing body (or a duly authorized committee thereof) of the Company authorizing the execution, delivery, and performance of this Agreement by and Company and the consummation of the Transaction; (o) From the Effective Date, there shall not have occurred any Material Adverse Effect on the Company or the Business, or Seller’s ability to consummate the Transaction, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect on the Company or the Business, or Seller’s ability to consummate the Transaction ; (p) The Company shall have terminated all Related Party Agreements; (q) The Company shall have either: (i) drawn the entire [***] (as such term is defined in the [***]) and applied the [***]to bona fide construction or other projects related to the improvement of the Facility or for such other purposes as may be permitted under the [***]; or (ii) provided Buyer with a written statement executed by Landlord expressly permitting the Company to use the remaining undrawn balance of the [***] following the Closing Date; (r) The Due Diligence Period has expired without Buyer terminating this Agreement pursuant to Section 8.1(c) hereof; (s) There has not been any Unremediated UMAF; (t) Buyer and Pennsylvania Dispensary Solutions, LLC, a Pennsylvania limited liability company (“PADS”) shall have executed a supply agreement (“Supply Agreement”) in the form attached hereto as Exhibit C; and (u) Seller and Company shall have executed a transition services agreement (“Transition Services Agreement”), by and among Seller, Company and Buyer, in the form attached hereto as Exhibit D. Buyer may waive any condition specified in this Section 6(b) 7.1 if it Buyer executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The ▇▇▇▇▇’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing Transactions is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties of Seller, NRM and each Company set forth in Section 4 above 5 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date;, and except for changes resulting from the operation of the Business in the Ordinary Course of Business or otherwise permitted hereunder. (ii) The representations and warranties of each Seller Executive set forth in Section 6 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date. (iii) Target Seller, NRM and each Company shall have performed and complied with all of its covenants hereunder in all material respects through the with all of their respective covenants hereunder that are required to be performed or complied with at or prior to Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Seller, NRM and each Company shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the at or prior to Closing; (iv) no actionThe Parties shall have obtained all regulatory approvals necessary to consummate the Transaction, suitincluding, without limitation, approval from the CCC and such other Governmental Authorities as may be required to transfer ownership of the Cannabis Licenses and all other Permits from NRM and each Company to Buyer; Parent; (v) The Transactions shall have been approved by the Board of Directors of (vi) Buyer shall be satisfied with its due diligence of Seller, NRM and each Company in Buyer’s sole discretion, provided that this condition shall be deemed to have been satisfied unless Buyer terminates this Agreement within thirty (30) days following the Effective Date; (vii) No Claim involving Seller, NRM or proceeding either Company shall be pending or threatened in writing before any court Governmental Authority, arbitrator or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator mediator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would Order would: (A) prevent consummation of any of the transactions contemplated by this AgreementTransactions or any part thereof, (B) cause any element of the transactions contemplated by this Agreement Transactions or any part thereof to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, and any NRM Common Stock or any Company Interests or to control the former Subsidiaries of BuyerNRM or either Company, or (D) adversely affect the right of any of the former Subsidiaries of Buyer NRM or either Company to own its assets and to operate its business businesses (and no such injunction, judgment, order, decree, ruling, or charge Order shall be in effect); (vviii) Target No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order which is in effect and has the effect of making the Transactions contemplated by this Agreement or any portion thereof illegal (excepting illegality arising out of the Federal Cannabis Laws), restraining or prohibiting consummation of the Transactions or any portion thereof or causing the Transactions or any portion thereof to be rescinded following consummation; (ix) Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 9(a)(i), Section 9(a)(ii), Section 9(a)(iii) is and Section 9(a)(vii) are satisfied in all respects; (vix) this Agreement If reasonably requested by ▇▇▇▇▇, Seller shall have, and shall have caused each of its members (and their respective Affiliates and Representatives) to, execute a subscription agreement or other documentation, in form and substance acceptable to Parent in its reasonable discretion, with respect to the Merger shall have received the Requisite Buyer Stockholder ApprovalStock Consideration to be issued to Seller at Closing; (viixi) Buyer shall have received, free and clear of all Liens, all certificates representing the NRM Common Stock and the Company Interests, properly endorsed, or, if the NRM Common Stock and/or the Company Interests are not certificated, an equity power and assignment separate from security for the NRM Common Stock and Company Interests, as applicable, in favor of Buyer, in each case in form and substance satisfactory to Buyer in its reasonable discretion; (xii) All actions to be taken by Target Seller, NRM and each Company in connection with consummation of the transactions contemplated hereby Transactions and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will Transactions shall be reasonably satisfactory delivered to Buyer, and shall be in form and substance satisfactory to Buyer in its reasonable discretion; (xiii) The Lakeville Lease shall be in full force and effect; (xiv) Valiant shall have obtained from the Landlord and delivered to Buyer an estoppel certificate with respect to the Lakeville Lease, dated no more than thirty (30) days prior to the Closing Date, in form and substance satisfactory to Buyer (the “Estoppel Certificate”); (xv) Seller shall have delivered to Buyer a copy of the certificate of status or similar document of NRM and each Company issued within thirty (30) days of the Closing Date by the Secretary of State of Massachusetts showing each is in good standing in the Commonwealth of Massachusetts; (xvi) Seller shall have delivered to Buyer a certificate of an officer or manager of NRM and each Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, attesting to: (A) the certificate of incorporation or formation or similar organizational documents of such entity; (B) the operating agreement and/or or bylaws of such entity; and (C) a resolutions of the directors, board of managers or other authorizing body (or a duly authorized committee thereof) of such entity authorizing the execution, delivery, and performance of this Agreement by such entity and the consummation of the Transactions by such entity; (xvii) From the Effective Date, there shall not have occurred any Material Adverse Effect or Material Adverse Change with respect to NRM and the Companies (or NRM or either Company individually if such Material Adverse Effect or Material Adverse Change relates to the ability of NRM or the applicable Company to consummate the Transactions), nor shall any event or series or related events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect or Material Adverse Change to NRM and the Companies (or NRM or either Company individually if such Material Adverse Effect or Material Adverse Change relates to the ability of NRM or the applicable Company to consummate the Transactions); (xviii) All Related Party Agreements shall have been terminated, except those specified by Buyer in writing in accordance with Section 7(h) hereof; (xix) All Employee Benefit Plans shall have been terminated with respect to NRM and each Company. (xx) writing; (xxi) The Landlord shall have approved the change of ownership of Valiant in (xxii) All filings pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; (xxiii) Seller shall have caused all of the Key Employees listed on the Key Employee Schedule to enter into the Retention Agreements within thirty (30) days of the Effective Date; (xxiv) Each of the Key Employees subject to a Retention Agreement shall be employed by NRM or a Company on the Closing Date; (xxv) shall have entered into the within sixty (60) days of the Effective Date; (xxvi) Buyer shall have received from Seller a duly executed IRS Form W-9 and a certificate of non-foreign status in the form and substance satisfactory to Buyer and consistent with the provisions of Treasury Regulation Section 1.1445-2(b)(2)(iv); (xxvii) and (xxviii) Seller (as the sole shareholder of NRM) shall have voted to approve or otherwise adopt in writing the plan of merger (as such term is used in the MBCA) contained in this Agreement. Buyer may waive any condition specified in this Section 6(b9(a) if it executes by executing and delivering to Seller a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction (or wavier by Buyer) of the following conditionsconditions at or prior to Closing: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (iia) the representations and warranties set forth in Section 4 above 3.1 and ARTICLE IV (other than Seller’s Fundamental Representations and the Companies’ Fundamental Representations), disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects at as of the date of the Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent (i) that such representations and warranties that are qualified by made as of a specific date need be true and correct only as of such date; and (ii) for breaches and inaccuracies the term "material," effect of which would not, individually or contain terms such as "in the aggregate, have a Material Adverse Effect" or "Material Adverse Change," in which case such representations . Each of Seller’s Fundamental Representations and warranties (as so written, including the term material or Material) Companies’ Fundamental Representations shall be true and correct in all respects at as of the date of this Agreement and as of the Closing DateDate as though made on and as of the Closing Date (subject only to de minimis errors), except that representations and warranties that are made as of a specific date need to be true and correct only as of such date; (iiib) Target Seller and the Acquired Companies shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ”, or contain terms such as "“Material Adverse Effect" or "Material Adverse Change," ”, in which case Target Seller and the Acquired Companies shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "Material"“Material Adverse Effect”) in all respects through the Closing; (ivc) since the date hereof, there shall not have occurred and remain in effect any Material Adverse Effect; (d) no actionAction shall have been taken by any Governmental Entity, suitand no Law or Order (whether temporary, preliminary or proceeding permanent) shall be pending have been enacted, adopted or threatened before issued by any court or quasi-judicial or administrative agency Governmental Entity, in connection with any of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent the Transactions that has the effect preventing the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Transactions; (ve) Target Seller shall have duly executed and delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7.1(a) is satisfied in all respectsrespects (the “Seller Closing Certificate”); (vii) this Agreement all applicable waiting periods (and any extensions thereof) under the Merger HSR Act shall have received expired or otherwise been terminated and (ii) no order shall have been issued by any Governmental Entity pursuant to the Requisite Buyer Stockholder ApprovalHSR Act or any trade regulations that would result in the occurrence of any of the circumstances described in clause (i) through (v) of Section 5.2(b); (viig) all actions Seller shall have delivered to be taken by Target Buyer an updated Section 4.27 of the Disclosure Schedule setting forth, as of the Closing, each outstanding Bond issued pursuant to the Travelers Indemnity Agreement in connection with consummation Contracts to which an Acquired Company is a party; and (h) at Closing, Seller shall have duly executed and delivered, or caused to be duly executed and delivered, to Buyer all of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory listed in form and substance to BuyerSection 2.4(a). Buyer may waive any condition specified in this Section 6(b) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "material" and "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target the Selling Entities shall have performed and complied with all of its their covenants and agreements hereunder in all material respects through the Closing, except to the extent that such covenants and agreements are qualified by the term "material," or contain terms such as "material" and "Material Adverse Effect" or "Material Adverse Change," in which case Target the Selling Entities shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) no Governmental Authority shall have enacted, issued or promulgated any Law which is in effect and has the effect of making the transactions contemplated by this Agreement or any Ancillary Agreement illegal or otherwise restraining or prohibiting consummation of such transactions or which is or would be reasonably likely to have a Material Adverse Effect, and no action, suit, investigation or proceeding shall be pending or threatened before or by any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator Governmental Authority wherein an unfavorable injunction, judgment, order, decree, ruling, requirement, condition or charge would be reasonably likely to (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or any Ancillary Agreement or result in material damages, (B) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation, (C) result in a Material Adverse Effect; or (D) affect adversely affect the right of Surviving Corporation Buyer to own the former assets, Acquired Assets or to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any business of the former Subsidiaries Lab without significant conditions or limitations; (iv) Seller and Buyer shall have obtained Consents from the other parties thereto with respect to assignment of the Managed Care Contracts to Buyer (including new Managed Care Contracts entered into pursuant to own its assets and the terms of Section 5(i) hereof) sufficient to operate its business assign to Buyer Managed Care Contracts that account for two-thirds (and no ⅔) of revenue during the twelve (12) month period ending June 30, 2003 under all such injunction, judgment, order, decree, ruling, or charge shall be in effect)Managed Care Contracts; (v) Target Seller and Buyer shall have delivered to Buyer a certificate to procured the effect that each of Reagent Contract Consents for the conditions specified above Reagent Contracts in 6(b)(i)-(iv) is satisfied in all respectsSchedule 6 marked with an asterisk; (vi) this Agreement Seller and the Merger Buyer shall have received obtained Consents from the Requisite Buyer Stockholder Approvalparties to Contracts relating to the provision of laboratory and ancillary services to Outreach Patients (other than Managed Care Contracts) listed on Schedule 1 and marked with an asterisk; (vii) Seller and Buyer shall have received all actions Consents, if any, of governments and governmental agencies referred to in Section 3(d) and Section 4(d) above and all other third party consents referred to in Section 3(d) and Section 4(d) above other than Managed Care Consents, Lease Consents, Reagent Contract Consents and the Consents referred to in clause (vi); (viii) there shall not have been or occurred any change, act, omission, event or circumstance that, individually or in the aggregate with all other changes, acts, omissions, events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect; (ix) Seller and Buyer shall have obtained Lease Consents from all parties to Leases for the locations noted on Schedule 4 to be taken by Target assigned to Buyer and marked with an asterisk; (x) Buyer shall be a participating provider for the Lab in connection with consummation the federal Medicare program and the Indiana, Kentucky and Ohio Medicaid programs; (xi) the JOA shall not have been terminated and no party to the JOA shall have given notice of intent to terminate the transactions contemplated hereby JOA or terminate participation in the JOA; (xii) Buyer shall have the right as of Closing to access and all certificatesuse Seller's local area network, opinions, instrumentswide area network, and other the software identified in the Transition Services Agreement; and (xiii) the Selling Entities shall have executed and delivered all documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance delivered by them pursuant to BuyerSection 2(f)(i) hereof. Buyer may waive any condition specified in this Section 6(b8(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to the satisfaction of the following conditions (unless Buyer expressly waives such conditions:): (a) Buyer and Seller shall have received or obtained all governmental and regulatory consents and approvals which are required (including, without limitation, pursuant to the Mergers Act) to consummate the sale and purchase of the Shares, and to enable Buyer to own the Shares. (b) Buyer (or Seller on behalf of Buyer) shall have received written confirmation from the IDA of IDA approval to th▇ ▇ontr▇▇▇ing interest in the Company being held, directly or indirectly, by Buyer and/or Zomax (in replacement of or succession to Seller) for the purposes of the continuation of the IDA Grant Agreements. (c) No injunction restraining or prohibiting the transactions contemplated hereby shall have been issued by a court or governmental authority. (d) Seller (and its Affiliates where required) and its officers and counsel shall have executed and delivered the items described in Section 4.03 of this Agreement. (e) No damage to or loss of the Business Assets by fire or other casualty shall have occurred between the date of this Agreement and the Closing Date which has a material adverse impact on the Business Assets as a whole. (f) The closing of the Other Purchase and Sale Agreements shall have occurred or shall occur simultaneously with Closing hereunder. (g) Buyer and/or Zomax shall have obtained financing for this transaction pursuant to a financing commitment letter from GE Capital dated November [ ], 1998, a copy of which has been furnished by Buyer and/or Zomax to Seller. Buyer shall, and shall cause Zomax and each of its Affiliates to, use its best efforts, exercised in good faith, to secure said financing and shall take no action, or permit any of its Affiliates to take any action, that is intended to induce or have the effect of inducing GE Capital to withdraw or not honour its agreement to extend credit to Buyer and/or Zomax or its Affiliates. In the event that GE Capital does not provide financing for the transaction, Buyer will use, and shall cause each of its Affiliates to use, its best efforts to secure replacement financing on commercially reasonable terms. Further, Buyer shall offer its full faith and credit in the effort to obtain such financing. (h) In the aggregate no material adverse change in the Business shall have occurred between the date of this Agreement and the Closing Date, including any such change with respect to customer or supplier relationships, other than changes in the ordinary course of business or changes attributable to a negative reaction among customers or suppliers to the proposed acquisition of the Company by Buyer. (i) this Agreement The leases and supplemental agreement in respect of the Merger premises known as Unit 1, 2 and 3 respectively, Cloverhill Industrial Est▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ Irish situate Real Property have been finalised, executed by the landlord and duly stamped. (j) In the event that the Company has or is to grant a counter-indemnity and security to and in favour of Seller and/or Seller's Affiliate in accordance with Section 8.07, Seller shall have received the Requisite Target Stockholder Approval; provided evidence of compliance with Section 60(2) - (ii11) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing DateIrish Companies Act, except to 1963 in respect of the extent that giving of such representations counter-indemnity and warranties are qualified security by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the ClosingCompany.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iviii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 6(a)(i)–(ii) is satisfied in all respects; (viiv) this Agreement and the Merger Seller shall have received the Requisite delivered to Buyer Stockholder Approvaladministrative access to ▇▇▇▇▇▇▇▇▇.▇▇▇ applications, databases and code stores; (viiv) all actions to be taken by Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form compliance with the terms and substance conditions of this Agreement; (vi) all of Seller’s secured creditors shall have released any and all interest in and to Buyerthe Acquired Assets, including any Liens; and (vii) Buyer shall have received all necessary third party consents for the transfer of contracts and other rights included within the Acquired Assets. Buyer may waive any condition specified in this Section 6(b6(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Each Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing DateDate (in each case as such statements relate to the Acquired Stores that the applicable Buyer is purchasing hereunder), except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "material" and "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "material" and "Material Adverse Effect" or "Material Adverse Change," in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iviii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement, and no suit, action, suitclaim, proceeding or proceeding investigation shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, governmental entity in which it is sought to restrain or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent prohibit consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7(a)(i)-(iii) is satisfied in all respects; (viv) this Agreement and the Merger Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies required in connection with the Requisite consummation of the transactions contemplated by this Agreement (other than any that may be required in respect of liquor licenses and permits), including, if applicable, pursuant to the HSR Act (including the expiration or termination of the applicable waiting periods (and any extensions thereof) under the HSR Act); (vi) the Bankruptcy Court shall have entered the Sale Order, which shall be a Final Order. Notwithstanding the foregoing, nothing in this Agreement shall preclude Buyer Stockholder Approvalfrom consummating the transactions contemplated herein if Buyer waives the requirement that the Sale Order shall have become a Final Order. No notice of such waiver of this condition or any other condition to the Closing need be given except to Sellers, it being the intention of the Parties that Buyer shall be entitled to, and is not waiving, the protection of Section 363(m) of the Bankruptcy Code, the mootness doctrine and any similar statute or body of law if the Closing occurs in the absence of the Sale Order becoming a Final Order; (vii) the relevant Sellers shall have entered into each of the Ancillary Agreements; and (viii) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b7(a) if it executes a writing so stating at or prior to the Closing; provided, however, the satisfaction of the closing conditions for one Buyer Group shall not be a closing condition for the other Buyer Group.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) Subject to Section 7.06(a), the representations and warranties set forth in Section 4 Article IV and Article VI above shall be true and correct in all material respects at and as of the Closing DateDate (other than such representations and warranties that expressly refer to a specific date, in which case such representations and warranties shall be true and correct in all material respects only as of such date), except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing DateDate (other than such representations and warranties that expressly refer to a specific date, in which case such representations and warranties shall be true and correct in all respects only as of such date); (iiib) Target Sellers shall have performed and complied with all of its their covenants and agreements hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivc) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vd) Target Sellers shall have delivered to Buyer at Closing the following: (i) a certificate certificate, dated as of the Closing Date, to the effect that each of the conditions specified above in 6(b)(i)-(ivclauses (a), (b) and (c) is satisfied in all respects; (viii) certified copies of the Certificate of Organization certified as of a recent date by the Iowa Secretary of State and certified by the secretary of the Company as to the absence of any amendments between the date of certification by the Iowa Secretary of State and the Closing Date; (iii) certificates dated as of a date not more than 15 days prior to the Closing Date as to the good standing (where such concept is recognized under applicable law) of the Company and its Subsidiaries, issued by the appropriate Governmental Entity of its jurisdiction of organization; (iv) a certificate, dated as of the Closing Date, of the Sellers as the members of the Company attaching a true and correct copy of the Certificate of Organization and Operating Agreement, as well as the resolutions approving this Agreement and the Merger shall transactions contemplated hereby; (v) evidence, reasonably satisfactory to Buyer, that all necessary consents or amendments to the Company Option Plans and each Company Option Agreement required to (A) effectuate the provisions of Section 2.03 and (B) terminate, upon the Closing Time, each Company Option Plan and each Company Option Agreement, as provided for in Section 7.08, have received been made or obtained; (vi) a duly executed resignation letter, in form and substance reasonably satisfactory to Buyer, from each manager, director and officer of the Requisite Buyer Stockholder ApprovalCompany and each Subsidiary thereof; (vii) all actions a Form W-9 duly completed and signed by each Seller and each Change in Control Bonus Plan Participant and Optionholder; (e) Subject to be taken by Target in connection with consummation Section 7.06(a), no Material Adverse Change shall have occurred since the date of this Agreement; (f) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to consummate the transactions contemplated hereby and all certificatesshall have been filed, opinionsmade or obtained, instruments, and other documents required to effect including clearance under the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act. Buyer may waive any condition specified in this Section 6(b) 9.01 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section §3(a), §4 and §4A(a) above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (iii) Target shall have procured all of the third-party consents specified in §5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign non-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Target Shares and to control the former Subsidiaries of BuyerTarget, or (D) materially and adversely affect the right of any of the former Subsidiaries of Buyer Target to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Sellers shall have executed and delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv§7(a)(i)-(iv) is satisfied in all respects; (vi) this Agreement the relevant Parties shall have entered into side agreements in form and substance as set forth in Exhibits C-1 through C-2 attached hereto and the Merger same shall be in full force and effect; (vii) Buyer shall have received from counsel to Sellers an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to Buyer and on which Buyer’s lenders shall be entitled to rely, and dated as of the Closing Date; (viii) Buyer shall have received the Requisite Buyer Stockholder Approvalresignations, effective as of the Closing, of each director and officer of Target; (viiix) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer; (x) Target shall have obtained and delivered to Buyer a written consent for the assignment of each of the Leases, and, if requested by Buyer’s lender in connection with any Material Leased Real Property, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance satisfactory to Buyer and Buyer’s lender; (xi) Target shall have obtained and delivered to Buyer an estoppel certificate with respect to each of the Leases, dated no more than thirty (30) days prior to the Closing Date, from the other party to such Lease, in form and substance satisfactory to Buyer (the “Estoppel Certificates”); (xii) Sellers shall have entered into a release with Buyer and Target in the form attached hereto as Exhibit D (“Sellers’ Release”), and such release shall be in full force and effect as of the Closing; (xiii) Sellers shall have entered into the Sellers’ Non-Competition Agreement, and such agreement shall be in full force and effect as of the Closing; (xiv) ▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into an employment agreement with Buyer in the form attached hereto as Exhibit H (“Executive Employment Agreement”), and such agreement shall be in full force and effect as of the Closing; (xv) Sellers shall have delivered to Buyer copies of the certificate of incorporation of Target certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Target’s incorporation; (xvi) Sellers shall have delivered to Buyer copies of the certificate of good standing of Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Target’s organization and of each jurisdiction in which Target is qualified to do business; (xvii) Sellers shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Target, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) the certificate of incorporation of Target and any amendments to the certificate of incorporation of Target since the date specified in clause (xvii) above; (ii) the bylaws of the Target; and (iii) any resolutions of the board of directors (or a duly authorized committee thereof) of the Target relating to this Agreement and the transactions contemplated hereby. Buyer may waive any condition specified in this Section 6(b§7(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties (i) this Agreement set forth in Section 4.3(a), Section 4.5 and Section 4.6(b) and Section 4.15(j) shall be true and correct in all respects as of the Merger shall have received date hereof and as of the Requisite Target Stockholder Approval; Closing Date as if made on such date, (ii) set forth in Section 3.1(e) and Section 3.1(g) shall be true and correct in all respects, except for inaccuracies that are both de minimis and immaterial, as of the date hereof and as of the Closing Date as if made on such date and (iii) set forth in Section 3.1 and Section 4 (other than the representations and warranties set forth in Section 4 7.1(a)(i) and Section 7.1(a)(ii)) above shall be true and correct in all material respects at as of the date hereof and as of the Closing DateDate as if made on such date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" or "Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material” or “Material”) shall be true and correct in all respects at as of the date hereof and as of the Closing DateDate as if made on such date; (iiib) Target each Seller and the Company shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" or "Material Adverse Change," ” in which case Target Buyer shall have performed and complied with all of such covenants (as so written, including the term "“material" ” or "“Material"”) in all respects through the Closing; (ivc) the Company shall have procured all of the third-party consents specified on Schedule 4.3, where the failure to so procure would reasonably be expected to result in a Material Adverse Effect; (d) no action, suit, or proceeding Proceeding shall be pending or threatened in writing before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, orderOrder, decree, ruling, ruling or charge would reasonably be expected to (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) materially adversely affect the right of Surviving Corporation Buyer to own the former assets, to operate the former business, Shares and to control control, directly or indirectly, the former Subsidiaries of Buyer, Company or (Div) materially adversely affect the right of any of the former Subsidiaries of Buyer Company to own its assets and to operate its business Business (and no such injunction, judgment, orderOrder, decree, ruling, ruling or charge shall be in effect); (ve) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 7.1(a) - (d) is satisfied in all respects; (vif) this Agreement Sellers shall (i) have delivered to Buyer copies of certificates of good standing of the Company issued not more than ten (10) days prior to Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of incorporation and formation and each other jurisdiction in which the Merger shall have received the Requisite Buyer Stockholder ApprovalCompany has qualified to do business; (viig) Sellers shall have delivered to Buyer a certificate of the corporate secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) the Certificate of Formation; (ii) the LLC Agreement; (iii) any resolutions of the Company’s Board of Directors (or a duly authorized committee thereof) of the Company authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated hereby and (iv) a confirmation from a corporate agent confirming the good standing of the Company as of the Closing Date from the Secretary of State of the State of Delaware; (h) each Seller and the Company shall have satisfied their respective obligations under Section 2.5; (i) all actions to be taken by Target Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance reasonably satisfactory to Buyer; (j) all waiting periods applicable under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated; (k) the Escrow Agreement shall have been executed and delivered by the Shareholder Representative and the Escrow Agent; (l) the non-compete agreements described the recitals of this Agreement shall be in full force and effect; and (m) the Company shall have delivered to Buyer a statement, dated as of the Closing Date, as contemplated by Treasury Regulations Section 1.1445-11T(d)(2)(i), issued by the Company under penalties of perjury, certifying that fifty percent or more of the value of the Company’s gross assets does not consist of United States real property interests, as such term is defined by Code Section 897(c). Buyer may waive any condition specified in this Section 6(b) 7.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The Buyer's obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties set forth in Section 4 2 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iiib) Target Seller shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (ivc) no action, suit, or proceeding shall be pending or threatened before any No court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein shall have issued an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, ; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (C) adversely affect prohibit the right of Surviving Corporation to own Buyer from owning the former assets, to operate the former business, stock and to control the former Subsidiaries of Buyer, controlling Seller; or (D) adversely affect the right of Seller or any of the former its Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vd) Target Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 6.1(a)-(c) is satisfied in all respects; (vie) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all All actions to be taken by Target Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer; (f) Buyer shall have received the approval of the Kansas Commissioner of Insurance pursuant to Section 40-3304 of the Kansas Insurance Code and any other approvals required under the insurance laws of the jurisdictions set forth on Section 2.1 of the Disclosure Schedule; and (g) Buyer's application to the Office of Thrift Supervision to become a federal savings and loan holding company has been approved by the Office of Thrift Supervision or Buyer has received notice from the Office of Thrift Supervision that consummation of the transactions contemplated by this Agreement will not preclude or delay such approval beyond the expiration date of Buyer's Stock Purchase Agreement with Kansas City Life Insurance Company under which Buyer or one of its subsidiaries would acquire Generations Bank. Buyer may waive any condition specified in this Section 6(b) 6.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation obligations of Buyer under this Agreement are subject to consummate the transactions to be performed by it in connection with satisfaction on or before the Closing is subject to satisfaction Date of the following conditions, any of which may be waived by Buyer by proceeding with the Closing: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the The representations and warranties of Seller set forth in Section 4 above this Agreement shall be true and correct in all material respects at on and as of the Closing DateDate with the same effect as though made on such date. Seller shall have performed all obligations and complied with by Seller prior to or on the Closing Date and Seller shall have delivered to Buyer, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such a certificate, dated as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date;, to all such effects. (iiib) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, No suit, action or other proceeding shall be pending or threatened before any court or quasi-judicial other government agency in which it is sought to restrain or administrative agency prohibit performance of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect or the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificatesherein or in connection herewith to subject Buyer to liability on the ground that it has breached any law or duty or otherwise acted improperly, opinionsnor shall any such suit, instrumentsaction or proceeding be threatened except as disclosed on Exhibit 4.07(a); (c) Buyer receiving at least $6.0 million or more, and other documents required to effect net, in the transactions contemplated hereby will be Offering. (d) Seller shall have delivered in form reasonably satisfactory in form to Buyer and substance to Buyerconsistent with this Agreement the documents identified below: 1. Buyer may waive any condition specified in this Section 6(bA Certificate of Good Standing of Seller, dated not earlier than thirty (30) if it executes a writing so stating at or days prior to the ClosingClosing Date, from the Secretary of State of Seller's incorporation. 2. An assignment to Buyer transferring to Buyer all of the right, title and interest of Seller in and to all telephone numbers utilized by Seller in the operation of its business. 3. An assignment of all office and equipment leases listed on Exhibits 4.09 (a). Buyer will credit Seller with or provide to Seller an amount equal to any security deposit held by the Lessor under such lease(s). 4. Such bills of sale and instruments of title as requested by Buyer as shall convey to Buyer all of the Practice Assets , free and clear of all liens. 5. An assignment to Buyer of all executory agreements of Seller set forth on or referred to in Exhibit 4.09(a) including separate assignments of each agreement listed in Paragraph 5 of Exhibits 1.01. 6. The opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., legal counsel to Seller and Physicians, dated the Closing Date, in the form annexed hereto as Exhibit 8.01(d) 6. 7. Certified copies of resolutions adopted by Seller and Physicians authorizing and approving the transaction contemplated by this Agreement.

Conditions to Buyer’s Obligation. The Buyer’s obligation of Buyer to consummate the Agreement and the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above 5(a) and Section 6 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case such representations and warranties (as so written, including the term material “material”, “Material Adverse Change” or Material“Material Adverse Effect”) shall be true and correct in all respects at and as of the Closing Date; (iiiii) Target Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "“material," ” or contain terms such as "“Material Adverse Effect" ” or "“Material Adverse Change," ” in which case Target Sellers shall have performed and complied with all of such covenants (as so written, including the term "“material" ”, “Material Adverse Change” or "Material"“Material Adverse Effect”) in all respects through the Closing; (iviii) no action, suit, or proceeding there shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge would (A) prevent in effect preventing consummation of the Agreement and any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Target Sellers shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(ivSection 9(a)(i)-(iii) is satisfied in all respects; (viv) this Agreement and the Merger Parties shall have received all authorizations, consents and approvals of any Governmental Authority referred to in Sections 5(a)(iii), 5(b)(iii) and 6(c); (vi) an executed resignation letter from each of the Requisite Buyer Stockholder ApprovalSellers’ and Medi-Line’s directors and officers, to the extent applicable, except for ▇▇▇▇▇ ▇▇▇▇▇▇▇ who will remain employed with Medi-Line upon the consummation of this Agreement; (vii) Medi-Line and HD Resources will enter into the Services Agreement in a form substantially conforming the draft attached as Schedule 9(a)(vii) to this Agreement; (viii) all actions to be taken by Target Sellers in connection with consummation of this Agreement and the transactions contemplated hereby thereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. ; (ix) full and unconditional completion of the audit of the Annual Financial Statements as being or to be conducted by Paritz & Company P.A., at Buyer’s sole cost and expense, and delivery by Medi-Line of its 2016 Interim Financial Statement; (x) Sellers shall have provided, delivered and made available to Buyer fully completed and accurate Schedules to the Agreement; (xi) Buyer may waive any condition specified in this Section 6(b9(a) if it executes a document in writing so stating at or prior to the Closing.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed provided for by it in connection with the Closing this Agreement is subject to satisfaction the satisfaction, on or prior to the Closing Date, of each of the following conditions: (ia) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) Each of the representations and warranties set forth of Seller made in Section 4 above 3.1, (i) if specifically qualified by materiality, shall be true and complete as so qualified and (ii) if not qualified by materiality, shall be true and correct in all material respects at respects, in each case as of the date hereof and as of the Closing DateDate as though made at such time, except to the extent that where any such representations and warranties are qualified by the term "material," representation or contain terms such warranty is specific as "Material Adverse Effect" or "Material Adverse Change," of a specific earlier date, in which case such representations and warranties (as so written, including the term material or Material) event it shall be remain true and correct in all respects at and (as qualified) as of the Closing Date;such earlier date. (iiib) Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through with all covenants, obligations and agreements required to be performed or complied with by it in connection herewith on or prior to the Closing Date. (c) At the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target Seller shall have delivered to Buyer a certificate Certificate signed by the President or a Vice President of Seller, and dated the Closing Date, to the effect that each to the best of the Knowledge of Seller the conditions specified above in 6(b)(i)-(ivSections 6.1(a) is satisfied in all respects;and (b) have been fulfilled. (vid) this Agreement At the Closing, the Seller or Company shall have delivered to Buyer copies of (i) the Company’s Articles of Incorporation and (ii) the Company’s Bylaws, each certified by the corporate Secretary of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date. (e) At the Closing, the Seller or Company shall have delivered to Buyer Certificates of corporate good standing for Seller and the Merger shall have received Company from the Requisite Buyer Stockholder Approval; State of California, dated not more than ten (vii10) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or days prior to the Closing. (f) The Seller or Company shall have procured all of the third-party consents set forth on Schedule 6.1(f), the applicable waiting period under the HSR Act shall have expired or been terminated and all foreign anti-trust approvals, if required, shall have been obtained. (g) No litigation, action, suit, investigation, claim or proceeding challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions provided for in this Agreement shall have been instituted and not settled or otherwise terminated (other than any litigation, action, suit, investigation, claim or proceeding instigated by one or more of Buyer’s shareholders, which shall not constitute a condition to Buyer’s obligation to consummate the transactions provided for by this Agreement). (h) Buyer shall have received from J▇▇▇▇ Day, counsel to Seller and the Company, an opinion in form and substance as set forth in Exhibit B attached hereto, addressed to Buyer and dated as of the Closing Date. (i) Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Company, as requested by Buyer. (j) Seller shall have furnished Buyer with an affidavit certifying as to Seller’s non-foreign status in accordance with the requirements of Section 1445 of the Code. (k) Seller shall have paid in full and the Company shall be free of all Indebtedness. (l) The Seller or the Company shall deliver or cause to be delivered to the Buyer in form and substance satisfactory to the Buyer acting reasonably the share certificates representing the Shares issued in the name of the Buyer, together with evidence reasonably satisfactory to the Buyer that the Buyer is entered upon the books of the Company as the holder and owner of the Shares. (m) Buyer’s shareholders shall have approved the transactions described herein as set forth in Section 3.2(a)(i) above. (n) Seller shall have executed the Indemnity Escrow Agreement.

Conditions to Buyer’s Obligation. The obligation of Buyer to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction the fulfillment of the following conditionsconditions as of the Closing Date: (ia) this Agreement Except for representations and the Merger warranties made as of a particular date (which representations and warranties shall have received the Requisite Target Stockholder Approval; (ii) be true and correct in all respects as of such particular date), the representations and warranties set forth in Section 4 above Article 5 and Article 6 hereof which are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties set forth in Article 5 and Article 6 which are qualified by the term "material," materiality or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) Effect shall be true and correct in all respects respects, in each case at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties; (b) The Companies and their Subsidiaries and each Seller shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement on or prior to the Closing; (c) The sale and purchase of all of the Equity Interests and the completion of the EI Purchase Agreement shall occur simultaneously; (d) No Proceeding shall be pending before a Governmental Authority wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of Buyer to own or operate the Companies, including to revoke, withdraw, suspend, cancel, terminate or modify any Permit, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (e) The Ancillary Agreements shall be duly executed by the Sellers and/or the Sellers’ Representative, as applicable; (f) All of the members of the Companies’ board of managers or directors (or equivalent governing body) shall have resigned effective as of the Closing Date; (iiig) Target There shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "been no Material Adverse Effect" or "Material Adverse Change," in which case Target ; (h) The Companies shall have performed furnished to Buyer a payoff letter from each holder of Indebtedness of the Companies in form and complied substance reasonably acceptable to Buyer indicating the amount required to discharge such Indebtedness in full and including an undertaking by such holder to discharge any Liens securing such Indebtedness if such amount is paid; (i) With respect to each of the Key Employees/Key Consultants, (i) the individual’s Key Employee/Key Consultant Offer Letter shall be executed, unrevoked, unvoided and in full force and effect through the Closing and (ii) the individual shall not have: (A) terminated his or her employment with all any of such covenants the Companies or (as so writtenB) to the Knowledge of the Companies, including taken action toward terminating his or her employment with any of the term "material" Companies at or "Material") in all respects through prior to the Closing; (ivj) no actionSellers’ Representative shall have delivered evidence reasonably satisfactory to Buyer that ACL has completed the Affiliate Acquisition and owns beneficially and of record, suitdirectly or indirectly, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any all of the transactions contemplated by this Agreementissued and outstanding capital stock in APK and ACIL; (k) On or prior to the Closing, (B) cause any ACL shall have delivered or caused to be delivered to Buyer, each of the transactions contemplated by this Agreement following (i) a certificate from ACL, in form and substance reasonably satisfactory to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any dated as of the former Subsidiaries of Buyer to own its assets Closing Date, stating that the preconditions specified in Sections 3.01(a) and to operate its business 3.01(b) have been satisfied (and no such injunction, judgment, order, decree, ruling, or charge shall be in effectthe “Company Closing Certificate”); (vii) Target shall have delivered to Buyer a certificate to certified copies of the effect that Organizational Documents of each of the conditions specified above in 6(b)(i)-(ivCompanies and the resolutions of ACL’s board of managers (or equivalent governing body) is satisfied in all respects; (vi) authorizing the execution, delivery and performance of this Agreement and the Merger shall have received other Ancillary Agreements and approving the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificatesthereby, opinionscertified by the secretary (or other authorized officer) of ACL; (iii) to the extent the applicable Governmental Authority makes such certificates available, instrumentscertificates of the secretaries of state (or a similar Governmental Authority) of the jurisdiction in which the Companies were formed, and other documents required each jurisdiction where the Companies are qualified to effect do business, stating that the transactions contemplated hereby will Companies are in good standing; and (iv) valid Irish tax numbers from Sellers representing at least 80% of the consideration to be reasonably satisfactory paid at Closing to Sellers: in form and substance to Buyerthe case of a Seller that is an individual, a valid Irish personal public service (PPS) number, sufficient for Irish stamp duty purposes in respect of each Seller. Buyer may waive any Any condition specified in this Section 6(b) if 3.02 may be waived by Buyer; provided that no such waiver shall be effective unless it executes is set forth in a writing so stating at executed by Buyer or prior unless Buyer agrees in writing to consummate the Closingtransactions contemplated by this Agreement without fulfillment of such condition.