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

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform consummate the Closing is subject to the satisfaction or waiver of the following further conditions: (i) The Buyer shall have performed in all material respects all of its obligations under this Agreement are subject, hereunder required to be performed by it at the option of the Company, to the fulfillment on or prior to the Closing Date of Date, (ii) the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Buyer contained in this Agreement and in any certificate or other writing delivered by the Buyer pursuant hereto (A) that are qualified by materiality or Material Adverse Effect shall be true at and correct in all material respects as of the Closing Date as if made at and as of such date (except to the extent such representations and warranties are specifically expressly made as of a particular an earlier date, in which case such representations and warranties shall be true and correct case, as of such date);, and (B) that are not qualified by materiality or Material Adverse Effect shall be true in all material respects at and as of the Closing Date as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), and (iii) the Company shall have received a certificate signed by an executive officer in the case of the Buyer. (b) The Investors Company shall have performed and complied with received all of their covenants hereunder in all material respects through the Closing, except documents it may reasonably request relating to the extent that such covenants are qualified by terms existence of the Buyer and the authority of the Buyer to execute, deliver and perform this Agreement (such as “material” organizational documents, bankruptcy related documents, secretarial certificates and “Material Adverse Effect,” the like), all in which case form and substance reasonably satisfactory to the Investors shall have performed and complied with all of such covenants in all respects through the Closing;Company. (c) Each Investor Since the date hereof, no event or condition shall have executed each of occurred that results in, or would reasonably be expected to result in, individually or in the Transaction Documents to which it is aggregate, a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyBuyer Material Adverse Effect.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option Convertible Closing is subject to the satisfaction of the Company, following further conditions: (i) Investors shall have performed in all material respects all of their obligations hereunder required to the fulfillment on be performed by them at or prior to the Convertible Closing Date of Date, and (ii) the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth contained in this Agreement and in any certificate or other writing delivered by Investors pursuant hereto shall be true and correct in all material respects at and as of the Convertible Closing Date (except to the extent such representations Date, as if made at and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date (except for such that refer to an earlier date); (b) The Investors Each Investor shall have performed signed the Amended and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;Restated Investor Rights Agreement. (c) Each Investor The Transaction Agreements, the Initial Note, the Convertible Note and the Warrants (and the transactions contemplated thereby) shall have executed each been approved by the Board of Directors of the Transaction Documents to which it is a party and delivered the same to the Company;. (d) Each Investor The Company's shareholders shall have delivered to approved the Company issuance of the Purchase Price for the Shares Convertible Notes and the related issuance of the Warrants being purchased to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and the transactions as contemplated hereby; (e) Any regulatory consents or approvals required in connection with the transactions contemplated by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companythis Agreement shall have been received and not withdrawn; and (ef) All actions to be taken by the Investors Any consent of Foothill Capital Corporation required in connection with consummation of the transactions contemplated hereby by this Agreement shall have been received and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companynot withdrawn.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subjecteffect the Merger is further subject to the following conditions, at the option any or all of which may be waived in whole or in part by the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived extent permitted by the Companyapplicable Law: (a) The the representations and warranties of the Investors Newco set forth in this Agreement shall be true and correct in all material respects (provided that any representation or warranty of Newco contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of determining the existence of any breach thereof on the part of Newco) as of the date of this Agreement and as of the Closing Date (except as though made on and as of the Closing Date and the Company shall have received a certificate signed on behalf of Newco by the president of Newco to the extent such representations and warranties are specifically made as of a particular date, effect set forth in which case such representations and warranties shall be true and correct as of such date)this paragraph; (b) The Investors Newco shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except obligations required to be performed by it under this Agreement at or prior to the extent that Closing Date except for such covenants are qualified by terms such failures to perform as “material” and “have not had or could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect,” in Effect on the Surviving Corporation (provided that any obligation the performance of which case is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of determining the Investors existence of any nonperformance thereof) and the Company shall have performed and complied with all received a certificate signed on behalf of such covenants Newco by the president of Newco to the effect set forth in all respects through the Closingthis paragraph; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company;Solvency Letter Condition; and (d) Each Investor Newco shall have delivered to obtained the Company Financing substantially on the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided terms contemplated by the Company; and (e) All actions to be taken by Financing Commitments or alternative financing on terms no less favorable in any material respect than those set forth in the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyFinancing Commitments.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The the representations and warranties of the Investors set forth in this Agreement Article 2 that are qualified as to materiality shall be true and correct, and the representations and warranties set forth in Article 2 that are not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on and as of the Closing Date (except provided that, to the extent that any such representations and warranties are specifically made representation or warranty speaks as of a particular specified date, in which case such representations and warranties shall it need only be true and correct as of such specified date); (b) The Investors the Acquiring Companies shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except and shall have paid the Merger Consideration to the extent that such covenants are qualified by terms such Paying Agent as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closingrequired hereunder; (c) Each Investor no action suit or proceeding before any Governmental Entity shall have executed each been commenced or threatened, and no investigation by any Governmental Entity shall have been commenced, against the Acquiring Companies or the Company or any of their respective Affiliates, officers or directors (in such capacity) seeking to restrain, prevent or change the Merger, or questioning the validity or legality of the Transaction Documents Merger, or seeking damages in connection with, or imposing any condition on, the Merger; provided, however, that neither of the following shall impede the Closing: (i) any such action, suit or proceeding by LTC Properties, Inc. or any of its Affiliates or (ii) any stockholder litigation arising from allegations of breach of fiduciary duty relating to which it is a party and delivered the same to the Companythis Agreement, except for such litigation set forth on Schedule A; (d) Each Investor the Acquiring Companies shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant a certificate to the wire instructions provided by effect that each of the Companyconditions specified above in Sections 6.2(a) through (c) is satisfied; (e) Stockholder Approval shall have been obtained; (f) all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated; (g) the Parties shall have received all other authorizations, consents, and approvals of Governmental Entities referred to in Section 2.3, other than those the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; and (eh) All all actions to be taken by the Investors Acquiring Companies in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be have been reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this Section 6.2.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyCompany (except to the extent such Bridge Investor’s Purchase Price s deemed to be paid by delivery of such Bridge Investor’s Bridge Note); and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into effect the Merger shall be subject to the fulfillment or waiver at the Effective Time of the following additional conditions: (a) Buyers and perform its the Merger Sub shall have performed in all material respects the covenants and obligations required to be performed by them under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company:Effective Time; (ab) The representations and warranties of Buyers and the Investors set forth Merger Sub contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date Effective Time as if made on and as of such date (except to the extent that any such representations and warranties are specifically representation or warranty had by its terms been made as of a particular date, specific date in which case such representations and warranties representation or warranty shall be have been true and correct as of such specific date); (bc) The Investors Company shall have performed and complied with all received a certificate signed by the general partner of their covenants hereunder in all material respects through the Closing, except each Buyer to the extent that such covenants are qualified by terms such as “material” effect of Sections 6.3(a) and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company;b); and (d) Each Investor The Company shall have delivered obtained financing from The CIT Group/Commercial Services, Inc. ("CIT") on the terms contemplated by the letter agreement, dated May 10, 1999 (the "CIT Agreement"), between CIT and ▇▇▇▇▇▇ ▇▇▇ Marketing, Inc. or, if such financing is not available, financing from a third party in such amounts and on terms comparable to the terms set forth in the CIT Agreement, or, if such financing is not available, financing from Three Cities Research, Inc. or one of its affiliates (if offered by such Persons at their option) on terms reasonably satisfactory to the Company and in such amount as is necessary to fund the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyaggregate Merger Consideration.

Conditions to Obligation of the Company. The obligations of Company's obligation to sell and issue the Company Preferred Stock to enter into and perform its obligations under this Agreement are subject, you at the option of the Company, Closing is subject to the fulfillment to the Company's reasonable satisfaction on or prior to the Closing Date of the following conditions, conditions (any one or more of which may be waived by may, at the Company:'s discretion, be waived): (a) The representations and warranties of the Investors set forth made by you in this Agreement Section 4 hereof shall be true and correct in all material respects as of the Closing Date (except to the extent such representations when made, and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of such said date);. (b) The Investors applicable conditions to the Tender Offer shall have performed been either fulfilled or waived and complied with all of their covenants hereunder in all material respects through the Closing, except tenders received pursuant to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors Tender Offer shall have performed and complied with all been accepted for no less than 1,700,000 shares of such covenants in all respects through the Closing;Company's Common Stock. (c) Each Investor There shall have executed each be no action, suit, investigation or proceeding pending or threatened against or affecting the Company, any of its properties or rights, or any of its affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (i) seeks to restrain, enjoin or prevent the consummation of or otherwise affect any of the Transaction Documents transactions contemplated by this Agreement or the Stockholders Agreement, or (ii) questions the validity or legality of any such transactions or seeks to which it is a party recover damages or to obtain other relief in connection with any such transactions, and delivered the same to the Company;there shall be no valid basis for any such action, proceeding or investigation. (d) Each Investor No Change in Control Event (as defined in Section 7.2 below) shall have delivered occurred; provided, however, that this condition shall be deemed to have been satisfied if the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andcondition set forth in Section 5.2(b) shall have been fulfilled. (e) All actions The Company shall not have become aware of any facts that are or may be materially adverse with respect to be taken by the Investors in connection with consummation value of the Company which, due to the fiduciary obligations of the Company's Board of Directors or otherwise, the Company's Board of Directors determines that the transactions contemplated hereby and all paymentsby this Agreement are not in the best interests of the Company's stockholders; provided, certificateshowever, opinions, instruments, and other documents required to effect the transactions contemplated hereby that this condition shall be reasonably satisfactory deemed to have been satisfied if the condition set forth in form and substance to the CompanySection 5.2(b) shall have been fulfilled.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of Merger is subject to the satisfaction (or waiver by the Company, to the fulfillment on or prior to the Closing Date ) of the following conditions, any one or more of which may be waived by the Company: (a) The Each of Parent and Purchaser shall have performed all of its obligations, covenants and agreements hereunder required to be performed or complied with by it at or prior to the Effective Time (including its obligations under Section 3.02(a) of this Agreement), disregarding for these purposes any exception with respect to such obligation, covenant or agreement qualified by “Material Adverse Effect,” “material,” “materiality” and words of similar import, except for such failures to perform which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that for purposes of this Section 7.03(a), “Material Adverse Effect” on the Parent shall mean a Material Adverse Effect on the Parent and its Subsidiaries taken as a whole; (b) except as affected by actions specifically described in and permitted by this Agreement, the representations and warranties of the Investors set forth Parent and Purchaser contained in this Agreement shall be true on and correct in all material respects as of the Closing Date closing date as if made on and as of such date (except other than to the extent that any such representations representation and warranties are specifically made as of warranty, by its terms, is expressly limited to a particular specific date, in which case such representations representation and warranties warranty shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder , disregarding for these purposes any exception in all material respects through the Closing, except to the extent that such covenants are representation or warranty qualified by terms such as “material” and “Material Adverse Effect,” “material,” “materiality” and words of similar import, except for such failures to be true which, individually or in which case the Investors aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that for purposes of this Section 7.03(b), “Material Adverse Effect” on the Parent shall have performed mean a Material Adverse Effect on the Parent and complied with all of such covenants in all respects through the Closingits Subsidiaries taken as a whole; (c) Each Investor the Company shall have executed each received a certificate signed on behalf of the Transaction Documents to which it is Parent by the President or Chief Executive Officer or a party and delivered Vice President of the same Parent certifying as to the Company;satisfaction of the conditions contained in Sections 7.03(a) and (b); and (d) Each Investor of the Parent and Purchaser shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation all of the transactions contemplated hereby and all payments, certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance delivered by such company or by any Person retained by Parent or Purchaser at or prior to the Companyclosing date as required by this Agreement.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors Subsidiary set forth in this Agreement Section 4 above shall be true and correct in all material respects at and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Date; (bii) The Investors Subsidiary shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the Transaction Documents to which it is a party and delivered the same to the Companytransactions contemplated by this Agreement; (div) Each Investor Subsidiary shall have delivered to the Company a certificate executed by its President to the Purchase Price for effect that each of the Shares conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects, along with copies of resolutions of Subsidiary’s Board of Directors authorizing this Agreement and the related Warrants being purchased by such Investor at transactions contemplated hereunder, in the Closing by wire transfer forms attached hereto as Exhibits B-2; (v) the Parties shall have received all necessary authorizations, consents, and approvals of immediately available funds pursuant governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (vi) Subsidiary shall have obtained any and all third party and governmental consents necessary to consummate the wire instructions provided by the Companytransactions contemplated hereby; and (evii) All all actions to be taken by the Investors Subsidiary in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company. The Company 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 Obligation of the Company. The obligations of the Company to enter into consummate the Merger and perform its obligations under the other transactions contemplated by this Agreement are subject, at the option of the Company, subject to the fulfillment on satisfaction (or waiver in writing by the Company at or prior to the Closing Date Date) of the following further conditions, any one or more of which may be waived by the Company: (a) The representations Each of Parent and warranties Merger Subsidiary shall have performed or complied with in all material respects all covenants, obligations and agreements hereunder required to be performed or complied with by it at or prior to the Closing Date. (b) (i) Each of the Investors set forth Fundamental Representations contained in Article 4 of this Agreement shall be true and correct in all material respects (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of such time (except to the extent other than such representations and warranties are specifically made that by their terms address matters only as of a particular dateanother specified time, in which case such representations and warranties shall be true and correct in all respects at and as of such datespecified time); ; and (bii) The Investors each of the representations and warranties of Parent and Merger Subsidiary contained in Article 4 of this Agreement (other than the Fundamental Representations) shall have performed be true and complied with all correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their covenants hereunder in all material respects through the Closingterms address matters only as of another specified time, which shall be true and correct at and as of such specified time), except as would not reasonably be expected to have a material adverse effect on Parent’s ability to consummate the extent that such covenants are qualified transactions contemplated by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;this Agreement. (c) Each Investor The Company shall have executed each received a certificate signed by an officer of Parent certifying as to Parent’s satisfaction of the Transaction Documents to which it is a party conditions set forth in Sections 9.03(a) and delivered the same to the Company;9.03(b). (d) Each Investor of Parent and the Escrow Agent shall have executed and delivered to the Company the Purchase Price for the Shares Escrow Agreement, and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andagreement shall be in full force and effect. (e) All actions to be taken by Each of Parent and the Investors in connection with consummation of Payment Agent shall have executed and delivered the transactions contemplated hereby and all payments, certificates, opinions, instrumentsPayment Agent Agreement, and other documents required to effect the transactions contemplated hereby such agreement shall be reasonably satisfactory in form full force and substance to effect. (f) Parent shall have executed and delivered the CompanyRepresentative Side Letter, and such agreement shall be in full force and effect.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement effect the Merger are subjectsubject to the satisfaction, at the option of the Company, to the fulfillment on or prior to the Closing Date Closing, of each of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors Buyer set forth in this Section 3.1 (Due Organization) and 3.3 (Authority; Binding Nature of Agreement) of the Agreement shall be true and correct have been accurate in all material respects as of the date of the Agreement, and shall be accurate in all material respects at and as of the Closing Date as if made on and as of such date (except to it being understood that, for purposes of determining the extent accuracy of such representations and warranties are specifically made as of a particular datewarranties, (i) all materiality qualifications contained in which case such representations and warranties shall be true disregarded and correct (ii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured only as of such date);. (b) The Investors representations and warranties of Buyer set forth in the Agreement (other than those referred to in Section 6.3(a) above) shall have been accurate in all respects as of the date of the Agreement, and shall be accurate in all respects at and as of the Closing Date as if made on and as of such date, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Buyer Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all materiality qualifications contained in such representations and warranties shall be disregarded and (ii) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured only as of such date). (c) Buyer shall have performed and or complied with all of their covenants hereunder in all material respects through with any covenant or obligation that Buyer is required to comply with or to perform under the Closing, except Agreement prior to the extent that Closing Date, or, if not complied with or performed in all material respects, such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors noncompliance or failure to perform shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company;been cured. (d) Each Investor Since the date of this Agreement, there shall not have delivered occurred any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andhave a Buyer Material Adverse Effect. (e) All actions to be taken The Company shall have received certificates executed on behalf of Buyer by the Investors chief executive officer or chief financial officer of Buyer, certifying that the conditions set forth in connection with Sections 6.3(a), (b), (c) and (d) have been satisfied. (f) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated hereby and all paymentsMerger, certificatesnor shall any action have been taken, opinionsor any Legal Requirement or order promulgated, instrumentsentered, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance enforced, enacted, issued or deemed applicable to the CompanyMerger by any Governmental Body which directly or indirectly prohibits, or makes illegal, the acceptance for payment of or payment for shares of Company Common Stock or the consummation of the Merger; provided, however, that the Company shall not be permitted to invoke this Section 6.3(f) unless it shall have taken all actions required under this Agreement to have any such order lifted.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by him in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement ARTICLE 4 above shall be true true, correct and correct complete in all material respects at and as of the Closing Date date (except and any representation or warranty that is qualified as to the extent such representations and warranties are specifically made as of a particular date, materiality in which case such representations and warranties ARTICLE 4 shall be true and correct as deemed to be without such qualification for purposes of such datethe foregoing); (b) The Investors Buyer shall have performed and complied with all of their its covenants and agreements hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor No action, suit, or proceeding shall have executed each be pending 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 (i) prevent consummation of any of the Transaction Documents transactions contemplated by this Agreement; or (ii) cause any of the transactions contemplated by this Agreement to which it is a party and delivered the same to the Companybe rescinded following consummation; (d) Each Investor The Buyer shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant a Buyer's Certificate to the wire instructions provided by effect that each of the Company; andconditions specified above in SECTION 7.2(a)-(c) is satisfied; (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company; and (f) The Buyer shall have executed and delivered such other instruments and agreements as the Company shall have reasonably requested. The Company may waive any condition specified in this SECTION 7.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligations obligation of the Shareholder and the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Closing is subject to the fulfillment on or prior to the Closing Date satisfaction of the following further conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of Parent and the Investors set forth Buyer contained in this Agreement shall and in any document, instrument or certificate delivered hereunder (a) that are not qualified by materiality will be true and correct in all material respects at and as of the Closing Date (except to with the extent such representations same force and warranties are specifically effect as if made as of a particular date, in which case such representations the Closing and warranties shall (b) that are qualified by materiality will be true and correct in all respects at and as of the Closing with the same force and effect as if made as of the Closing, in each case, other than warranties that expressly speak only as of a specific date or time, which will be true and correct to the degree described above as of such date);specified date or time. (b) The Investors shall Parent and the Buyer will have performed and complied with all of their covenants hereunder in all material respects through respects, with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by them at or prior to the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;. (c) Each Investor Parent and the Buyer will have delivered to the Company a certificate certifying as to the matters set forth in Section 7.03(a) and (b). (d) Parent and the Buyer shall have executed and delivered to the Company each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andparty. (e) All actions The Company shall have received all documents it may reasonably request relating to be taken by the Investors in connection with consummation existence of Parent and the transactions contemplated hereby Buyer and the authority of Parent and the Buyer for this Agreement, all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into consummate the Closing is subject to the satisfaction of the following further conditions: (a) (i) the representations and perform warranties of Buyer set forth in Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization) and Section 4.11 (Finder’s Fees), shall be true and correct at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than such representations or warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), and (ii) the representations and warranties of Buyer contained in this Agreement or in any certificate or other writing delivered by Buyer pursuant hereto (disregarding all materiality qualifications contained therein) shall be true and correct at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date (other than such representations or warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with, in the case of this clause (ii) only, such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, prevent or delay beyond the End Date Buyer’s ability to consummate the transactions contemplated by this Agreement; (b) Buyer shall have performed in all material respects all of its obligations under this Agreement are subject, at the option of the Company, hereunder required to the fulfillment be performed by it on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;Date; and (c) Each Investor the Company shall have received a certificate of Buyer, executed by an authorized officer of Buyer that each of the Transaction Documents to which it is a party conditions set forth in Section 6.03(a) and delivered the same to the Company; (dSection 6.03(b) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companybeen satisfied.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement ss.4 above, without regard to any materiality or Knowledge qualification set forth therein, shall be true and correct in all material respects at and as of the Closing Date Effective Time, except (except to the extent such A) for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be have been true and correct as of such date, subject to clause (B)) , and (B) where the failure of such representations and warranties taken together without regard to any materiality or Knowledge qualification set forth therein to be true and correct could reasonably be expected to have a Material Adverse Effect, with the same force and effect as if made on and as of the Effective Time; (bii) The Investors AAC shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the Transaction Documents transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Company shall use its reasonable best efforts to which it is a party and delivered the same to the Companyhave any such judgment, order, decree, stipulation, injunction or charge vacated or reversed; (div) Each Investor AAC shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in ss.6(b)(i)-(iii) is satisfied in all respects; (v) this Agreement and the related Warrants being purchased by such Investor at Merger shall have received the Closing by wire transfer Requisite Stockholder Approval or the Requisite Super-Majority Stockholder Approval, as the case may be; (vi) the AAC Shareholder Agreement shall be in full force and effect; (vii) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been terminat▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇s shall have received all other authorizations, consents, and approvals of immediately available funds pursuant Governmental Bodies referred to in ss.3(d) above; (viii) the wire instructions provided by Company shall be reasonably satisfied that the CompanyMerger will be recorded as a recapitalization for financial reporting purposes; and (eix) All actions to be taken by the Investors in connection with consummation board of directors of the transactions contemplated hereby Company shall have received the Solvency Opinion. 40 To the extent permitted by applicable law, the Company may waive any condition specified in this ss.6(b) if it executes and all payments, certificates, opinions, instruments, and other documents required delivers to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance AAC written notice so stating at or prior to the CompanyClosing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, Merger is subject to the fulfillment on or prior to the Closing Date satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement ss.3(b) above shall be true and correct in all material respects at and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Date; (bii) The Investors the Buyer shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor no action, suit, or proceeding shall have executed each be pending 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 the Transaction Documents Merger, (B) cause Merger to which it is a party be rescinded following consummation (and delivered no such injunction, judgment, order, decree, ruling, or charge shall be in effect) or (C) adversely affect the same rights of the Sellers to own the CompanyBuyer Shares; (div) Each Investor the Buyer shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in ss.7(b)(i)-(iii) is satisfied in all respects; (v) Jose▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ll have been elected to the Board of Directors of Buyer; (vi) the execution and delivery of employment agreements between the related Warrants being purchased by such Investor at Buyer and Norm▇▇ ▇▇▇▇▇ ▇▇▇ International Periodical Distributors, Inc. and Davi▇ ▇▇▇▇▇▇▇▇ ▇▇ form and substance substantially as set forth on Exhibit C; (vii) the Company shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Sellers, and dated as of the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyDate; and (eviii) All all actions to be taken by the Investors Buyer in connection with consummation of the transactions contemplated hereby Merger and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall Merger will be reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this ss.7(b) if they execute a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of Merger is subject to the satisfaction (or waiver by the Company, to the fulfillment on or prior to the Closing Date ) of the following conditions, any one or more of which may be waived by the Company: (a) The each of Parent and Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representations and warranties of the Investors set forth Parent and Purchaser contained in this Agreement that are qualified by “Material Adverse Effect” shall be true on and correct in all material respects as of the Closing Date closing date as if made on and as of such date (except other than to the extent that any such representations representation and warranties are specifically made as of warranty, by its terms, is expressly limited to a particular specific date, in which case such representations representation and warranties warranty shall be true and correct as of such date); ) and (bii) The Investors the representations and warranties of Parent and Purchaser contained in this Agreement that are not qualified by “Material Adverse Effect” shall have performed be true on and complied with all as of their covenants hereunder in all material respects through the Closing, except closing date as if made on and as of such date (other than to the extent that any such covenants are qualified representation and warranty, by terms such as “material” and “Material Adverse Effect,” its terms, is expressly limited to a specific date, in which case the Investors such representation and warranty shall have performed and complied with all be true as of such covenants date), except in the case of (ii) above for such failures to be true which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that notwithstanding anything to the contrary herein the representations and warranties of Parent and Purchaser contained in Section 5.08, shall be true and correct in all respects through the Closingand Section 5.02, shall be true and correct in all respects; (c) Each Investor no event has occurred or circumstance shall have executed each of come into existence, either individually or in the Transaction Documents aggregate, since the date hereof that has had or would reasonably be expected to which it is have a party Material Adverse Effect on Parent and delivered the same to the Companyits Subsidiaries, taken as a whole; (d) Each Investor the Company shall have delivered received a certificate signed on behalf of Parent by the President or Chief Executive Officer or Chief Financial Officer of Parent certifying as to the Company satisfaction of the Purchase Price for the Shares conditions contained in Sections 7.03(a) and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company(b); and (e) All actions to be taken by the Investors in connection with consummation Company shall have received the opinion of the transactions contemplated hereby and all paymentsFulbright & ▇▇▇▇▇▇▇▇ L.L.P., certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Purchaser and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code. In rendering the opinion described in this Section 7.03(e), Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., shall have received and may rely upon the certificates and representations referred to in Section 6.16(b) hereof.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Merger is also subject to the fulfillment on satisfaction or waiver by the Company at or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The There shall not exist inaccuracies in the representations and warranties of Parent and Purchaser set forth in this Agreement such that the Investors aggregate effect of such inaccuracies has, or could reasonably be likely to have, a material adverse effect on Parent's or Purchaser's ability to consummate the Merger and the other transactions contemplated herein; provided that, for purposes of this sentence only, those representations and warranties that are qualified by references to "material" shall be deemed not to include such qualifications. For purposes of this Section 6.3(a), the accuracy of the representations and warranties of Parent and Purchaser set forth in this Agreement shall be true assessed as of the date of this Agreement and correct in all material respects as of the Closing Date (except to the extent such provided that representations and warranties that are specifically made as of confined to a particular date, in which case such representations and warranties specified date shall be true and correct speak only as of such date);. (b) The Investors Each of Parent and Purchaser shall have performed and complied with all of their covenants hereunder in all material respects through all obligations required to be performed by it under this Agreement at or prior to the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;. (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor Parent shall have delivered to the Company (i) a certificate, dated as of the Purchase Price for Closing and signed on its behalf by a duly authorized officer, to the Shares effect that the conditions set forth in Section 6.1 as relates to Parent and Purchaser and in Section 6.3(a) and 6.3(b) have been satisfied, and (ii) certified copies of resolutions duly adopted by the Board of Directors of Purchaser and Purchaser's sole stockholder evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement, and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the Merger and the other transactions contemplated hereby herein, all in such reasonable detail as the Company and all paymentsits counsel shall request. (d) The Company shall have received an opinion of ▇▇▇▇▇▇ & Bird, certificatesLLP, opinionscounsel to the Parent, instrumentsdated as of the date of Closing, and other documents required to effect the transactions contemplated hereby shall be in form reasonably satisfactory in form and substance to the Company., as to the matters set forth in EXHIBIT C.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The the representations and warranties of the Investors set forth in this Agreement Section 6 above shall be true and correct in all material respects at and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Date; (b) The Investors Buyer and Merger Sub shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor Buyer shall have delivered or caused to be delivered the following items at or prior to the Closing in a form and substance reasonably acceptable to the Company and its counsel and executed each (as applicable) by Buyer and/or its affiliated parties: (i) payment of the Estimated Merger Consideration, in accordance with the wire transfer instructions received from the Shareholders’ Representative; (ii) payment of the amount of the Closing Indebtedness and Obligations (including all principal, accrued interest, penalties, premiums thereon and success fees with respect thereto through the date on which such Indebtedness is satisfied and extinguished) to such account or accounts specified to Buyer in the payoff letters referenced in Section 8.03(g)(vii); (iii) payment of the Transaction Documents Expenses identified in the Closing Indebtedness and Expense Notice to which it such account or accounts specified to Buyer in the Closing Indebtedness and Expense Notice; (iv) a certificate of the Secretary of Buyer and Merger Sub certifying that all conditions set forth in Section 8.02(a) have been fulfilled; (v) a certificate, dated not earlier than 20 days prior to the Closing Date, of the secretary of state or similar Governmental Authority of the State of Wisconsin stating that Buyer and Merger Sub is in good standing or has comparable active status in such jurisdiction; (vi) a party certificate of the Secretary of each of Buyer and delivered Merger Sub certifying to the same resolutions of the Board of Directors of Buyer or Merger Sub, as the case may be, in form and substance reasonably acceptable to the Company, authorizing and approving the execution by Buyer or Merger Sub, as the case may be, of the documents required to consummate the transactions contemplated by this Agreement; (vii) employment agreements on behalf of the Company for the following employees: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, each in a form mutually acceptable to the parties thereto (collectively, the “Employment Agreements”), duly executed by an executive officer of Company; (viii) the Paying Agent Agreement, duly executed by an executive officer of the Paying Agent, Buyer and Merger Sub; and (ix) such other documents, instruments and agreements as are reasonably requested by the Company or its counsel (provided that no opinion of counsel shall be required); (d) Each Investor the total number of Dissenting Shares shall have delivered to not exceed 10% of the Company outstanding shares of the Purchase Price for the Shares and the related Warrants being purchased by such Investor at Common Stock as of the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyDate; and (e) All actions to be taken by the Investors in connection with consummation evidence of the transactions purchase of the Special Liability Insurance Policies at the cost contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance clause (vii) of Section 3.01. The Company may waive any condition in this Section 8.02 in writing at or prior to the CompanyClosing.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder here under in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby here by and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby here by shall be reasonably satisfactory in form inform and substance to the Company.

Conditions to Obligation of the Company. The obligations of the Company to enter into effect the Merger and perform its obligations under to otherwise consummate the transactions contemplated by this Agreement are subject, at the option of the Company, shall be subject to the fulfillment satisfaction (or waiver, if permissible under applicable Law, provided, however, that any such waiver shall not release or relieve any party from any liability arising from the matters (including any breach of this Agreement) which caused the failure of such conditions) on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The the representations and warranties of the Investors set forth Parent and Merger Sub contained in this Agreement shall be true and correct in all material 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 such representations and warranties are specifically made as of a particular relate to an earlier date, in which case as of such representations and warranties shall earlier date), except as the failure to be so true and correct as of such date)has not had, and would not reasonably be expected to have, in the aggregate, a Parent Material Adverse Effect; (b) The Investors Parent and Merger Sub shall have performed and each complied with all of their covenants hereunder and performed in all material respects through the Closing, except all obligations and covenants required to be performed by them under this Agreement at or prior to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the ClosingClosing Date; (c) Each Investor there shall not have executed each of the Transaction Documents occurred any Parent Material Adverse Effect or any event which would reasonably be expected to which it is result in a party and delivered the same to the CompanyParent Material Adverse Effect; (d) Each Investor the Company shall have delivered received a certificate, signed on behalf of Parent by an executive officer of Parent, certifying as to the Company satisfaction of the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andmatters set forth in Sections 5.3(a) through 5.3(c); (e) All actions Parent and Merger Sub shall have executed and delivered to be taken by Stockholders’ Representative the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyTransition Services Agreement.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option Merger is subject to satisfaction or waiver by the Company of the Company, to the fulfillment on following conditions at or prior to the Closing Date of the following conditions, any one or more of which may be waived by the CompanyDate: (ai) The this Agreement and the Merger shall have received the Requisite Stockholder Approvals; (ii) Acquiror and its Subsidiaries shall have obtained the Required Acquiror Consents, other than those Required Acquiror Consents the failure of which to obtain would not reasonably be expected to have a Acquiror Material Adverse Effect, and the Company and its Subsidiaries shall have obtained the Required Company Consents other than those Required Company Consents the failure of which to obtain would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Acquiror, the Surviving Corporation and their Affiliates taken as a whole; (iii) the representations and warranties of the Investors set forth in this Agreement Section 4 above shall be true and correct in all material respects at and as of the Closing Date (Date, except to the extent such for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be have been true and correct as of such date); (biv) The Investors Acquiror shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing; (v) neither any Order shall be enacted, except promulgated, entered, enforced or deemed applicable to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors Merger nor any other action shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be been taken by any Government Entity (A) which prohibits the Investors in connection with consummation of the transactions contemplated hereby and by the Merger; (B) which prohibits Acquiror's ownership or operation of all paymentsor any material portion of their or the Company's business or assets, certificates, opinions, instruments, and other documents required or which compels Acquiror to effect dispose of or hold separate all or any material portion of Acquiror's or the Company's business or assets as a result of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to by the Company.Merger; or (C) which makes the Merger illegal;

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option Merger is subject to the satisfaction (or waiver by the Company) of the Company, following further conditions: (a) (i) Parent and Acquisition shall have performed in all material respects all of their respective obligations hereunder required to the fulfillment on be performed by them at or prior to the Closing Date of Date, (ii) the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Parent and Acquisition contained in this Agreement and in any certificate or other writing delivered by Parent or Acquisition pursuant hereto shall be true and correct in all material respects at and as of the Closing Date Date, as if made at and as of such date (except to the extent such representations and warranties are specifically made as of a particular relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);; and (iii) the Company shall have received a certificate signed by the Chief Executive Officer of Parent and Acquisition to the foregoing effect. (b) The Investors No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have performed been instituted by any Person before any Governmental Entity and complied with all be pending (excluding any such proceeding which has no reasonable basis in fact or which has no reasonable likelihood of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;success). (c) Each Investor Parent, Acquisition and Escrow Agent shall have executed each of the Transaction Documents to which it is a party and delivered the same Escrow Agreement to the Company;. (d) Each Investor The Company shall have delivered received all documents it may reasonably request relating to the Company the Purchase Price for the Shares existence and good standing of Parent and Acquisition and the related Warrants being purchased by such Investor at the Closing by wire transfer authority of immediately available funds pursuant Parent and Acquisition for this Agreement, all in form and substance reasonably satisfactory to the wire instructions provided by the Company; and. (e) All actions to be taken by The Company and the Investors in connection with consummation Representative shall have received an opinion dated as of the transactions contemplated hereby Closing Date and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance addressed to the CompanyCompany from G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, as special counsel for Parent, as to the matters set forth in Exhibit 10.03(e).

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of Merger is subject to the satisfaction (or waiver by the Company, to the fulfillment on or prior to the Closing Date ) of the following conditions, any one or more of which may be waived by the Company: (a) The Each of Parent and Purchaser shall have performed all of its obligations, covenants and agreements hereunder required to be performed or complied with by it at or prior to the Effective Time (including its obligations under Section 3.02(a) of this Agreement), disregarding for these purposes any exception with respect to such obligation, covenant or agreement qualified by "Material Adverse Effect," "material," "materiality" and words of similar import, except for such failures to perform which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that for purposes of this Section 7.03(a), "Material Adverse Effect" on the Parent shall mean a Material Adverse Effect on the Parent and its Subsidiaries taken as a whole; (b) except as affected by actions specifically described in and permitted by this Agreement, the representations and warranties of the Investors set forth Parent and Purchaser contained in this Agreement shall be true on and correct in all material respects as of the Closing Date closing date as if made on and as of such date (except other than to the extent that any such representations representation and warranties are specifically made as of warranty, by its terms, is expressly limited to a particular specific date, in which case such representations representation and warranties warranty shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder , disregarding for these purposes any exception in all material respects through the Closing, except to the extent that such covenants are representation or warranty qualified by terms such as “material” and “"Material Adverse Effect,” " "material," "materiality" and words of similar import, except for such failures to be true which, individually or in which case the Investors aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that for purposes of this Section 7.03(b), "Material Adverse Effect" on the Parent shall have performed mean a Material Adverse Effect on the Parent and complied with all of such covenants in all respects through the Closingits Subsidiaries taken as a whole; (c) Each Investor the Company shall have executed each received a certificate signed on behalf of the Transaction Documents to which it is Parent by the President or Chief Executive Officer or a party and delivered Vice President of the same Parent certifying as to the Company;satisfaction of the conditions contained in Sections 7.03(a) and (b); and (d) Each Investor of the Parent and Purchaser shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation all of the transactions contemplated hereby and all payments, certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance delivered by such company or by any Person retained by Parent or Purchaser at or prior to the Companyclosing date as required by this Agreement.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subjectconsummate the Closing shall be subject to the satisfaction (or waiver in writing by the Company to the extent permitted by applicable Law), at the option of the Company, to the fulfillment on or prior to the Closing Date Closing, of each of the following conditions, any one or more of which may be waived by the Company: (a) The each of the representations and warranties of the Investors set forth Purchaser and Merger Sub contained in this Agreement that: (i) by their terms are not qualified by materiality, shall be true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing Date (except to the extent such representations as though made on and warranties are specifically made as of a particular datethe Closing Date; and (ii) by their terms are qualified by materiality, in which case such representations and warranties shall be true and correct in all material respects as of such date)the date hereof and shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date; (b) The Investors each of the covenants and agreements contained in this Agreement to be performed by the Purchaser or Merger Sub at or before the Closing shall have been performed and complied with all of their covenants hereunder in all material respects through by the ClosingPurchaser or Merger Sub, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through applicable, at or before the Closing; (c) Each Investor all applicable waiting periods (or extensions thereof) under the HSR Act shall have executed each of the Transaction Documents to which it is a party and delivered the same expired or been terminated with respect to the CompanyTransactions; (d) Each Investor no Law or Order shall have delivered been enacted, issued, promulgated, enforced or entered by any Governmental Entity or Judicial Authority that prohibits or enjoins the consummation of the Transactions; (e) since December 31, 2009, there shall not have occurred any Purchaser Material Adverse Effect; (f) the Required Consents shall have been obtained; (g) the Purchaser shall have made or caused to have been made each of the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer payments of immediately available funds pursuant to the wire instructions provided by the CompanyEstimated Merger Consideration; and (eh) All actions any items required to be taken have been delivered by the Investors in connection with consummation of Purchaser at the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required Closing pursuant to effect the transactions contemplated hereby Section 2.7(b) shall be reasonably satisfactory in form and substance to the Companyhave been so delivered.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement Section 4 above, without regard to any materiality or Knowledge qualification set forth therein, shall be true and correct in all material respects at and as of the Closing Date Effective Time, except (except to the extent such A) for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be have been true and correct as of such date, subject to clause (B)) , and (B) where the failure of such representations and warranties taken together without regard to any materiality or Knowledge qualification set forth therein to be true and correct could reasonably be expected to have a Material Adverse Effect, with the same force and effect as if made on and as of the Effective Time; (bii) The Investors AAC shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the Transaction Documents transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Company shall use its reasonable best efforts to which it is a party and delivered the same to the Companyhave any such judgment, order, decree, stipulation, injunction or charge vacated or reversed; (div) Each Investor AAC shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in Section 6(b)(i)-(iii) is satisfied in all respects; (v) this Agreement and the related Warrants being purchased by such Investor at Merger shall have received the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andRequisite Stockholder Approval; (evi) All actions to the AAC Stockholders Agreement shall be taken by in full force and effect; (vii) all applicable waiting periods (and any extensions thereof) under the Investors in connection with consummation of ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated and the transactions contemplated hereby and Parties shall have received all paymentsother authorizations, certificates, opinions, instrumentsconsents, and other documents required approvals of Governmental Bodies referred to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.Section 3(d) above;

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement ss.4 above, without regard to any materiality or Knowledge qualification set forth therein, shall be true and correct in all material respects at and as of the Closing Date Effective Time, except (except to the extent such A) for those representations and warranties are specifically made which address matters only as of a particular date, in date (which case such representations and warranties shall be have been true and correct as of such date, subject to clause (B)) , and (B) where the failure of such representations and warranties taken together without regard to any materiality or Knowledge qualification set forth therein to be true and correct could reasonably be expected to have a Material Adverse Effect, with the same force and effect as if made on and as of the Effective Time; (bii) The Investors AAC shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the Transaction Documents transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Company shall use its reasonable best efforts to which it is a party and delivered the same to the Companyhave any such judgment, order, decree, stipulation, injunction or charge vacated or reversed; (div) Each Investor AAC shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in ss.6(b)(i)-(iii) is satisfied in all respects; (v) this Agreement and the related Warrants being purchased by such Investor at Merger shall have received the Closing by wire transfer Requisite Stockholder Approval or the Requisite Super-Majority Stockholder Approval, as the case may be; (vi) the AAC Shareholder Agreement shall be in full force and effect; (vii) 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 immediately available funds pursuant Governmental Bodies referred to in ss.3(d) above; (viii) the wire instructions provided by Company shall be reasonably satisfied that the CompanyMerger will be recorded as a recapitalization for financial reporting purposes; and (eix) All actions to be taken by the Investors in connection with consummation board of directors of the transactions contemplated hereby Company shall have received the Solvency Opinion. 40 To the extent permitted by applicable law, the Company may waive any condition specified in this ss.6(b) if it executes and all payments, certificates, opinions, instruments, and other documents required delivers to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance AAC written notice so stating at or prior to the CompanyClosing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by them in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement Section 4 above shall be true and correct in all material respects at and as of the Closing Date (except to the extent such representations as though made on and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)the Closing Date; (bii) The Investors the Buyer shall have materially performed and complied with all of their its covenants hereunder in all material respects through the Closing, except required to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have be performed and complied with all of such covenants in all respects through by it at or prior to the Closing; (ciii) Each Investor there shall have executed each not be any injunction, judgment, order, decree or ruling in effect preventing consummation of any of the Transaction Documents to which it is a party and delivered the same to the Companytransactions contemplated by this Agreement; (div) Each Investor Buyer shall deliver to Company a certificate dated as of the Closing certifying that the conditions set forth in Sections 7(b)(i), 7(b)(ii) and 7(b)(iii) have been satisfied; (v) Buyer shall have delivered tendered to the Company the Purchase Price for and delivered all documents reasonably required hereunder to complete the Shares sale and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by Purchased Assets; (vi) the Company’s Board of Directors and all of its shareholders shall have approved the transaction contemplated by this Agreement; (vii) the Buyer shall have entered into the Lease Agreements; and (eviii) All actions Buyer shall have executed and/or delivered to be taken by the Investors in connection with consummation of the transactions contemplated hereby and Company all payments, certificates, opinions, instruments, and such other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory requested by Company or its counsel. The Company may waive in form and substance writing any condition specified in this Section 7(b) at or prior to the CompanyClosing or on the Closing Date.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The if the Company has elected the Delivery Systems Spinoff (and the Delivery Systems Dispositions have not occurred), the S-4 Registration Statement shall have become effective under the Securities Act and the Delivery Systems Spinoff shall have occurred; (b) the representations and warranties of the Investors set forth in this Agreement Article IV above that are not qualified as to materiality shall be true and correct in all material respects at and as of the Closing Date (except to the extent and such representations and warranties that are specifically made qualified as of a particular date, in which case such representations and warranties to materiality shall be true and correct as of such date)the Closing Date; (bc) The Investors each of the Buyer and the Merger Subsidiary shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor there shall not be any judgment, nonappealable order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (e) each of the Buyer and the Merger Subsidiary shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in Section 6.2(b)-(d) is satisfied in all respects; (f) this Agreement and the related Warrants being purchased by such Investor at Merger shall have received the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andCompany Stockholder Approval; (eg) All all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the EU Competition Laws shall have expired or otherwise been terminated and any required approvals shall have been obtained and the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.4 and Section 4.4 above; (h) all actions to be taken by the Investors Buyer and the Merger Subsidiary in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company.. The Company may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing. 57

Conditions to Obligation of the Company. The obligations to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date of and the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Compass contained in this Agreement and each Other Stock Purchase Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date (except to the extent such representations as if made at and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date), and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) The Investors no governmental authority shall have performed and complied promulgated any statute, rule or regulation which, when taken together with all of their covenants hereunder in all material respects through such promulgations, would materially impair the Closing, except value to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Stockholders of the Investors shall have performed and complied with all of such covenants in all respects through the ClosingPurchase; (c) Each Investor the Company and the Stockholders shall have executed each received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, dated as of the Transaction Documents Closing Date, containing the substantive opinions set forth on Exhibit 9.2(c), the final form of such -------------- opinion to which it is a party be in form and delivered substance acceptable to counsel for the same to Company and the CompanyStockholders; (d) Each Investor the Company and the Stockholders shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis, dated as of the Closing Date, customary for transactions of this nature, that the receipt by the Stockholders of Compass Common Stock to be issued to the Stockholders pursuant to this Agreement will not be taxable pursuant to Section 351 of the Code; (e) Leeds ▇▇▇▇▇▇▇, the Company's Chairman and Chief Executive Officer ("▇▇▇▇▇▇▇"), shall have been afforded the opportunity to enter into an employment agreement in the form attached hereto as Exhibit 9.2(e); ------- ------ (f) Compass shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at Underwriters a certificate, dated as of a date no later than ten (10) days prior to the Closing Date, duly issued by wire transfer the Secretary of immediately available funds State of the State of Delaware, showing that Compass is in good standing; (g) each of the Stockholders, the stockholders of the other Founding Companies who are to receive shares of Compass Common Stock pursuant to the wire instructions Other Stock Purchase Agreements, and the other stockholders of Compass other than those acquiring stock in the IPO shall have entered into a stockholders agreement (the "Stockholders Agreement") in the form attached hereto as Exhibit 9.2(g); and -------------- (h) all conditions to the Other Purchases, on substantially the same terms as provided herein, shall have been satisfied or waived by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyapplicable party thereto.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Merger shall be subject to the fulfillment on or prior to waiver at the Closing Date Effective Time of the following additional conditions, any one or more of which may be waived by the Company: (a) The the Parent and the Merger Sub shall have performed in all material respects the covenants and obligations required to be performed by them under this Agreement at or prior to the Effective Time; (b) the representations and warranties of the Investors set forth Parent and the Merger Sub contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date Effective Time as if made on and as of such date (except to the extent that any such representations and warranties are specifically representation or warranty had by its terms been made as of a particular specific date, in which case such representations and warranties representation or warranty shall be have been true and correct as of such specific date); (bc) The Investors the Company shall have performed and complied with all received a certificate signed by an executive officer of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party Parent and delivered the same Merger Sub to the Company;effect of Sections 6.3(a) and (b); and (d) Each Investor Parent shall have delivered furnished the Company with an opinion, dated the Closing Date, of Dewe▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, counsel to the Parent ("Parent's Counsel"), in form and substance satisfactory to the Company and its counsel, to the Purchase Price for effect that: (i) Parent is a corporation duly incorporated, validly existing and in corporate good standing under the Shares laws of the State of Delaware; (ii) each of Parent's Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (iii) Parent and each of its subsidiaries has the corporate power to carry on its businesses as they are being conducted on the Closing Date; (iv) immediately prior to the Effective Time, the authorized and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant issued and (to the wire instructions provided by knowledge of such counsel) outstanding capital stock of the Company; andParent consists of the shares specified in Section 4.2 (except as the same may have changed after the date hereof in compliance with this Agreement), and such issued and outstanding shares are validly issued and outstanding, fully paid and non-assessable; (ev) All actions Parent has taken all required corporate action to be taken approve and adopt this Agreement and the Merger and this Agreement is a valid binding obligation of Parent enforceable against Parent in accordance with its terms, subject as to enforcement to bankruptcy, reorganization, moratorium, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (vi) the execution and delivery of this Agreement by Parent do not, and the Investors in connection with consummation of the transactions contemplated hereby by this Agreement by Parent will not, constitute (i) a breach or violation of, or a default under, the Charter or by-laws of Parent or any of its Subsidiaries, or (ii) to the knowledge of such counsel, a breach, violation or impairment of, or a default under, any judgment, decree, order, statute, law, ordinance, rule or regulation then in effect known to such counsel to be applicable to Parent or any of its Subsidiaries or its respective properties, or any material agreement, indenture, mortgage, lease or other instrument of Parent or any of its Subsidiaries or to which Parent or any of its Subsidiaries is subject and in each case known to such counsel; (vii) all filings required to be made by Parent prior to the Effective Time with, and all paymentsconsents, certificatesapprovals, opinions, instruments, and other documents permits or authorizations required to effect be obtained by Parent prior to the Effective Time from, governmental and regulatory authorities of the United States and the State of Delaware in connection with the execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated hereby by this Agreement by Parent, have been so made or obtained, as the case may be. (e) Parent shall be reasonably satisfactory in form have executed the Escrow Agreement, the Put Option Agreement, the Registration Rights Agreement and substance to the CompanyAssignment Agreement.

Conditions to Obligation of the Company. The obligations to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date of and the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Compass contained in this Agreement and each Other Stock Purchase Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date (except to the extent such representations as if made at and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date), and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) The Investors no governmental authority shall have performed and complied promulgated any statute, rule or regulation which, when taken together with all of their covenants hereunder in all material respects through such promulgations, would materially impair the Closing, except value to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Stockholder of the Investors shall have performed and complied with all of such covenants in all respects through the ClosingPurchase; (c) Each Investor the Company and the Stockholder shall have executed each received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, dated as of the Transaction Documents Closing Date, containing the substantive opinions set forth on Exhibit 9.2(c), the final form of such -------------- opinion to which it is a party be in form and delivered substance acceptable to counsel for the same to Company and the CompanyStockholder; (d) Each Investor the Company and the Stockholder shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis, dated as of the Closing Date, customary for transactions of this nature, that the receipt by the Stockholder of Compass Common Stock to be issued to the Stockholder pursuant to this Agreement will not be taxable pursuant to Section 351 of the Code; (e) the Stockholder shall have been afforded the opportunity to enter into an employment agreement in the form attached hereto as Exhibit 9.2(e); -------------- (f) Compass shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at Underwriters a certificate, dated as of a date no later than ten (10) days prior to the Closing Date, duly issued by wire transfer the Secretary of immediately available funds State of the State of Delaware, showing that Compass is in good standing; (g) the Stockholder, the stockholders of the other Founding Companies who are to receive shares of Compass Common Stock pursuant to the wire instructions provided by Other Stock Purchase Agreements, and the Companyother stockholders of Compass other than those acquiring stock in the IPO shall have entered into a stockholders agreement in the form attached hereto as Exhibit 9.2(g) (the "Stockholders' -------------- Agreement"); and (eh) All actions all conditions to be taken the Other Purchases on substantially the same terms as provided herein, shall have been satisfied or waived by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyapplicable party thereto.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors set forth in this Agreement (S)4 above which are not qualified by materiality shall be true and correct in all material respects as of and the Closing Date (except to the extent such representations and warranties set forth in (S) 4 above which are specifically made as of a particular date, in which case such representations and warranties so qualified shall be true and correct correct, in each case, at and as of such date)the date hereof and the Closing Date; (bii) The Investors each of the Buyer and the Transitory Subsidiary shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (ciii) Each Investor there shall have executed each not be any judgment, order, decree, legislation, stipulation or injunction pending, threatened or in effect which would prevent or materially hinder consummation of any of the Transaction Documents to which it is a party transactions contemplated by this Agreement, the P City Agreement and delivered the same to the Companyother agreements contemplated hereby; (div) Each Investor the Buyer and the Transitory Subsidiary shall have delivered to the Company a certificate to the Purchase Price for effect that each of the Shares conditions specified above in (S) 9(b)(i)-(iii) is satisfied, signed by the President or a Vice President and the related Warrants being purchased by such Investor at chief financial officer of the general partner of the Buyer on behalf of the Buyer and the Transitory Subsidiary; (v) this Agreement and the Merger shall have received the Requisite Stockholder Approval; (vi) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in (S) 3(f) and (S) 4(d) above; (vii) the Company, PCI and the Schedule I Stockholders shall have received from counsel to the Buyer and the Transitory Subsidiary an opinion in form and substance reasonably acceptable to them relating to the transactions described herein and in the agreements contemplated hereby, addressed to the Company, PCI and the Schedule I Stockholders, and dated as of the Closing by wire transfer Date; (viii) the Revolving Credit Proceeds and the Park City Proceeds shall have been applied to discharge the Company's obligations under the Revolving Credit Agreements and the Park City Center mortgage indebtedness; (ix) new trustees of immediately available funds pursuant to the wire instructions provided Trust designated by the CompanyBuyer shall have been appointed as of the Effective Time; and (ex) All all actions to be taken by the Investors Buyer and the Transitory Subsidiary in connection with the consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby shall will, in all reasonable respects, be reasonably satisfactory in form and substance to the Company. The Company may waive, in its sole and absolute discretion, any condition specified in this (S) 9(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option Merger is subject to the satisfaction of the Companyfollowing conditions, to the fulfillment on or prior to the Closing Date of the following conditionsDate, any one or more of which may be unless waived by the Company: (a) The Each of the representations and warranties of the Investors set forth Parent and Merger Sub in this Agreement shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date (except to with the extent same effect as though such representations and warranties are specifically had been made at and as of such time, other than representations and warranties that speak as of a particular date, in specific date or time (which case such representations and warranties shall need only be true and correct in all respects as of such datedate or time); (b) The Investors Parent and Merger Sub shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except all obligations required to the extent that such covenants are qualified be performed by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through them under this Agreement at or prior to the Closing; (c) Each Investor All authoritizations, consents, orders and approvals of, and declarations and filings with any Governmental Authority, shall here occurred, been filed or been obtained and any such approvals shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Companybecome Final Orders; (d) Each Investor All third party consents necessary to effect the transactions contemplated by this Agreement, shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companyhere occurred, been filed or been obtained; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and The Company shall have received such other documents required or instruments from Parent and Merger Sub as the Company reasonably requests to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyhereby.

Conditions to Obligation of the Company. The obligations Company shall be obligated to perform the acts contemplated for performance by it under Article 1 only if each of the Company to enter into and perform its obligations under this Agreement are subject, following conditions is satisfied at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditionsDate, unless any one or more of which may be such condition is waived in writing by the Company: (a) The representations and warranties of the Investors Parent and Purchaser set forth in this Agreement shall Article 3 shall, individually and in the aggregate, be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date (with the same force and effect as though made again at and as of the Closing Date, except to the extent such for any representations and warranties are specifically made that address matters only as of a particular date, in date (which case such representations and warranties shall be remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date);) and except for changes required by this Agreement. (b) The Investors Parent and Purchaser shall have performed and complied with all of their covenants hereunder in all material respects through (without giving duplicative effect to any materiality qualification contained in the Closing, except applicable obligation) with all covenants and agreements contained in this Agreement required to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have be performed and or complied with all of such covenants in all respects through by them on or before the Closing;Closing Date. (c) Each Investor The Parent and Purchaser shall have executed each and delivered to the Company at and as of the Transaction Documents to which it is Closing a party certificate, duly executed by the Parent's and delivered the same Purchaser's Presidents and Chief Financial Officers, in form and substance reasonably satisfactory to the Company and the Company;'s counsel, certifying that to such officers' knowledge, the conditions specified in (a) and (b) have been satisfied. (d) Each Investor The Parent shall have delivered received the financing referred to the Company the Purchase Price in Section 3.4 or other financing sufficient for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant it to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Companyperform its obligations under this Agreement.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) The representations There shall not have been a breach of a representation and warranties of the Investors warranty set forth in this Agreement shall be true Section 3 in any respect at and correct in all material respects as of the Closing Date (except to Date, which has not been waived by the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Company; (b) The Investors Strategica shall have performed and complied compiled with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor The Performance Condition shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Companybeen satisfied; (d) Each Investor No action, suit, or proceeding shall have delivered be pending or threatened before any Governmental Entity which would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Strategica to exercise its rights with respect to the Company the Purchase Price for the Shares Preferred Stock (and the related Warrants being purchased by no such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; andinjunction, judgment, order, decree, ruling, or charge shall be in effect); (e) All actions to be taken by the Investors Strategica in connection with consummation of the transactions contemplated hereby and all payments, certificatescertifies, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company; CTI/Strategica Preferred Stock Agreement 1/17/2005 (f) Strategica shall have delivered to the Company a certificate signed by its Chief Executive Officer to the effect that each of the conditions specified above in (a) and (b) of this Section 6.2 is satisfied in all respects; The Company may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. (a) The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by it in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The the representations and warranties of the Investors Purchaser set forth in this Article 6 of the Master Transactions Agreement that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as though made on and as of the Closing Date (except provided that, to the extent that any such representations and warranties are specifically made representation or warranty speaks as of a particular specified date, in which case such representations and warranties shall it need only be true and correct as of such specified date); (bii) The Investors the Purchaser Parties shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except with all covenants and obligations required by this Agreement to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have be performed and or complied with all of such covenants in all respects through by them at or prior to the Closing; (ciii) Each Investor this Agreement and the Master Transactions Agreement and the transactions contemplated hereby and thereby, including the Merger, shall have executed each been adopted and approved by the Shareholders at the Shareholders’ Meeting or by written consent, in either case in accordance with the requirements of the Transaction Documents to which it is a party Company’s articles of incorporation and delivered bylaws and applicable Law; provided, however, that the same to the CompanyCompany shall have complied with its obligations under Article 5; (div) Each Investor no court of competent jurisdiction in the United States or any other Governmental Entity, based otherwise than on any applicable antitrust Law, (A) shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the Master Transactions Agreement, which Order or other action shall have become final and non-appealable or (B) shall have failed to issue an Order or to take any other action necessary to fulfill the conditions to the Closing, and which denial of a request to issue such Order or take such other action shall have become final and non-appealable; (v) the Purchaser Parties shall have delivered to the Company a certificate executed on the Purchase Price for Purchaser Parties’ behalf by a duly authorized executive officer of the Shares Purchaser and Merger Sub, dated the Closing Date, certifying that each of the conditions specified above in Sections 6.2(a)(i), (ii) and (iv) is satisfied; (vi) all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated; (vii) the Parties shall have received all other authorizations, consents, and approvals of Governmental Entities referred to in Section 3.4 of the Master Transactions Agreement and Section 3.4 of the Company Disclosure Letter, other than those the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (viii) the closing of the transactions contemplated by the Contribution Agreement shall have occurred; (ix) the Master Transactions Agreement shall have been executed by the Operations Purchaser, the Company and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyPurchaser and shall not have been terminated; and (ex) All all actions to be taken by the Investors Purchaser Parties in connection with consummation of the transactions contemplated hereby by this Agreement and the Master Transactions Agreement, and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby by this Agreement and the Master Transactions Agreement, shall be have been reasonably satisfactory in form and substance to the Company. (b) The Company may waive any condition specified in this Section 6.2.

Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the each Closing Date of the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth in this Agreement shall be true and correct in all material respects as of the each Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the each Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the each Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.

Conditions to Obligation of the Company. The obligations to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date of and the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Compass contained in this Agreement and each Other Stock Purchase Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date (except to the extent such representations as if made at and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date), and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) The Investors no governmental authority shall have performed and complied promulgated any statute, rule or regulation which, when taken together with all of their covenants hereunder in all material respects through such promulgations, would materially impair the Closing, except value to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Stockholders of the Investors shall have performed and complied with all of such covenants in all respects through the ClosingPurchase; (c) Each Investor the Company and the Stockholders shall have executed each received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, dated as of the Transaction Documents Closing Date, containing the substantive opinions set forth on Exhibit 9.2(c), the final form of such -------------- opinion to which it is a party be in form and delivered substance acceptable to counsel for the same to the CompanyCompany and Stockholders; (d) Each Investor the Company and the Stockholders shall have delivered received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis, dated as of the Closing Date, customary for transactions of this nature, that the receipt by the Stockholders of Compass Common Stock to be issued to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds Stockholders pursuant to this Agreement will not be taxable pursuant to Section 351 of the wire instructions provided by the Company; andCode; (e) All actions ▇. ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇▇ ("▇. ▇▇▇▇▇▇▇") and ▇▇▇▇ ▇▇▇▇▇▇▇ ("▇. ▇▇▇▇▇▇▇") shall have been afforded the opportunity to be taken by enter into an employment agreement in the Investors in connection with consummation of the transactions contemplated hereby forms attached hereto as Exhibits -------- 9.2(e)-1, 9.2(e)-2 and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company.9.2

Conditions to Obligation of the Company. The obligations of Company’s obligation to consummate the Company to enter into and perform its obligations under transactions contemplated by this Agreement are subject, at is subject to the option of the Companysatisfaction (or, to the fulfillment on extent permitted by Law, waiver by the Stockholder Representative) at or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Companyconditions precedent: (ai) The representations and warranties All Fundamental Representations of the Investors set forth in this Agreement Parent shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date; and (ii) all other representations and warranties of Parent shall be true and correct (in each case, without taking into account any materiality qualifications) as of the date of this Agreement and as of the Closing Date (except to the extent such other than those representations and warranties are specifically made that address matters only as of a particular datedate or only with respect to a specific period of time, in which case need only be accurate as of such date or with respect to such period), except where the failure of such other representations and warranties shall to be so true and correct as of such date);would not, individually or in the aggregate, reasonably be expected to materially impair or delay Parent’s ability to consummate the transactions contemplated by this Agreement. (b) The Investors Parent shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such the agreements and covenants in all respects through this Agreement that are required to be performed or complied with by Parent on, prior to, or as of the Closing;Closing Date. (c) Each Investor The Company shall have executed each received the following documents: (i) a certificate, dated as of the Transaction Documents to which it is a party Closing Date and delivered the same executed by an officer of Parent, certifying as to the Companyfulfillment of the conditions set forth in Sections 5.3(a) and 5.3(b); (dii) Each Investor shall have delivered to a copy of the Company Paying Agent Agreement duly executed by Parent; (iii) a copy of the Purchase Price for the Shares and the related Warrants being purchased Escrow Agreement duly executed by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyParent; and (eiv) All actions evidence reasonably satisfactory to the Company that the payments to be taken made by the Investors in connection Parent pursuant to Section 1.6(a) have been paid (or will be paid contemporaneously with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the CompanyClosing).

Conditions to Obligation of the Company. The obligations obligation of the --------------------------------------- Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, transactions to the fulfillment on or prior to be performed by them in connection with the Closing Date is subject to satisfaction of the following conditions, any one or more of which may be waived by the Company: (ai) The this Agreement and the Merger shall have received the Requisite Shareholders Approval; (ii) the representations and warranties of the Investors set forth in this Agreement (S) 3 above shall be true and correct in all material respects at and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date)Date; (biii) The Investors the Buyer shall have performed and complied with all of their its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing; (civ) Each Investor no action, suit, or proceeding shall have executed each be pending 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 Transaction Documents transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to which it is a party be rescinded following consummation (and delivered the same to the Companyno such injunction, judgment, order, decree, ruling, or charge shall be in effect); (dv) Each Investor the Buyer shall have delivered to the Company a certificate to the Purchase Price effect that each of the conditions specified above in (S) 7(b)(ii)-(iv) is satisfied in all respects; (vi) the Buyer Shares that will be issued in the Merger, and those required to be reserved for issuance in connection with the Shares Merger, shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (vii) the Buyer shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in (S) 3(b) above; (viii) the Buyer shall have entered into the Shareholders Agreement attached hereto as Exhibit A, the Escrow Agreement in form and substance as set forth in Exhibit D, the Registration Rights Agreement in form and substance as set forth in Exhibit F, and the related Warrants being purchased by such Investor at Employment Agreement in form and substance as set forth in Exhibit G attached hereto, and each of the same shall be in full force and effect as against the Buyer; (ix) the Buyer shall be eligible to file the Registration Statement on Form S-3 (or any successor form); (x) the Company shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit I attached hereto, addressed to the Company, and dated as of the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyDate; and (exi) All all actions to be taken by the Investors Buyer in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall will be reasonably satisfactory in form and substance to the Company. The Company may waive any condition specified in this (S) 7(b) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to consummate the Closing Date is subject to satisfaction (or waiver by the Company in its sole discretion) of the following conditions, any one or more conditions as of which may be waived by the Companytime of Closing: (a) The each of the representations and warranties of the Investors Parent and Merger Sub set forth in this Agreement Article VIII (other than the representations and warranties set forth in the second sentence of Section 8.5) shall be true and correct in all material respects when made and as of the Closing Date (except to the extent for any such representations and warranties are specifically made as of a particular specified date, in which case such representations and warranties shall be true and correct as of such specified date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except as would not reasonably be expected to have, individually or in the extent aggregate, a Material Adverse Effect; provided that such covenants are qualified by terms such as “material” and for purposes of determining whether the condition set forth in this sentence has been satisfied, all “Material Adverse Effect,” materiality and similar qualifiers contained in which case the Investors representations and warranties set forth in Article VIII shall be disregarded for all purposes; (b) each of Parent and Merger Sub shall have performed and or complied with in all material respects all of such covenants in all respects through the covenants, agreements and obligations required by this Agreement to be performed or complied with by Parent or Merger Sub, as applicable, prior to or at the Closing; (c) Each Investor there shall not be any Order of any Governmental Authority in effect preventing consummation of the Merger and no action shall have executed each been taken nor any Law shall have been enacted by any Governmental Authority that makes consummation of the Transaction Documents to which it is a party and delivered the same to the CompanyMerger illegal; (d) Each Investor no Proceeding shall be pending that involves any challenge to, or that seeks damages or other relief in connection with, the Merger or that would reasonably be expected to have the effect of preventing, delaying, imposing limitations or conditions on or otherwise interfering in any material respect with the Merger; (e) all documents, instruments, certificates and other items required to be delivered at Closing by Parent pursuant to Section 10.3(b) shall have delivered been delivered; (f) all Mandatory Consents (in a form and substance reasonably acceptable to the Company Company) shall have been obtained; (g) all Antitrust Approvals shall have been obtained; (h) the Purchase Price for Escrow Agent shall have duly executed and delivered a counterpart of the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant Escrow Agreement to the wire instructions provided by Securityholders Representative; (i) the CompanyEscrow Agent shall have duly executed and delivered a counterpart of the Securityholders Representative Escrow Agreement to the Securityholders Representative; (j) the Paying Agent shall have duly executed and delivered a counterpart of the Paying Agent Agreement to the Securityholders Representative; (k) the “Closing” (as such term is defined in the Sempra Termination Agreement) shall have occurred in accordance with the terms and conditions thereof; and (el) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby Stockholder Consent shall be reasonably satisfactory in form and substance to the Companyhave been obtained.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of Merger is subject to the satisfaction (or waiver by the Company, to the fulfillment on or prior to the Closing Date ) of the following conditions, any one or more of which may be waived by the Company: (a) The each of Parent and Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representations and warranties of the Investors set forth Parent and Purchaser contained in this Agreement that are qualified by “Material Adverse Effect” shall be true on and correct in all material respects as of the Closing Date closing date as if made on and as of such date (except other than to the extent that any such representations representation and warranties are specifically made as of warranty, by its terms, is expressly limited to a particular specific date, in which case such representations representation and warranties warranty shall be true and correct as of such date); ) and (bii) The Investors the representations and warranties of Parent and Purchaser contained in this Agreement that are not qualified by “Material Adverse Effect” shall have performed be true on and complied with all as of their covenants hereunder in all material respects through the Closing, except closing date as if made on and as of such date (other than to the extent that any such covenants are qualified representation and warranty, by terms such as “material” and “Material Adverse Effect,” its terms, is expressly limited to a specific date, in which case the Investors such representation and warranty shall have performed and complied with all be true as of such covenants date), except in the case of (ii) above for such failures to be true which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or Purchaser or materially impair the ability of Parent or Purchaser to consummate the Transactions on the terms and conditions provided for herein; provided, however, that notwithstanding anything to the contrary herein the representations and warranties of Parent and Purchaser contained in Section 5.08, shall be true and correct in all respects through the Closingand Section 5.02, shall be true and correct in all respects; (c) Each Investor no event has occurred or circumstance shall have executed each of come into existence, either individually or in the Transaction Documents aggregate, since the date hereof that has had or would reasonably be expected to which it is have a party Material Adverse Effect on Parent and delivered the same to the Companyits Subsidiaries, taken as a whole; (d) Each Investor the Company shall have delivered received a certificate signed on behalf of Parent by the President or Chief Executive Officer or Chief Financial Officer of Parent certifying as to the Company satisfaction of the Purchase Price for the Shares conditions contained in Sections 7.03(a) and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company(b); and (e) All actions to be taken by the Investors in connection with consummation Company shall have received the opinion of the transactions contemplated hereby and all paymentsFulbright & J▇▇▇▇▇▇▇ L.L.P., certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company, dated as of the Closing, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Purchaser and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code. In rendering the opinion described in this Section 7.03(e), Fulbright & J▇▇▇▇▇▇▇ L.L.P., shall have received and may rely upon the certificates and representations referred to in Section 6.16(b) hereof.

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subject, at consummate the option of the Company, Merger is subject to the fulfillment on satisfaction (or prior to waiver by the Closing Date Company in its sole discretion) of the following further conditions, any one or more of which may be waived by the Company: (a) The Each of the representations and warranties of the Investors Buyer and Merger Subs set forth in this Agreement 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 if made at and as of the Closing Date, except to the extent that such representations and warranties are refer specifically made as of a particular to an earlier date, in which case such representations and warranties shall be have been true and correct as of such earlier date);, in each case except where the failure to be true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein) would not reasonably be expected to have a Buyer Material Adverse Effect. (b) The Investors Buyer and Merger Subs shall have performed and or complied with all of their covenants hereunder in all material respects through the Closing, except with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case the Investors shall have performed and complied with all of such covenants in all respects through the Closing;Closing Date. (c) Each Investor The Company shall have executed received certificates signed on behalf of each of Buyer (by the Transaction Documents President of Buyer) and Merger Subs (by the President of each Merger Sub) certifying that the respective conditions relating to which it them set forth in Section 9.3(a) and (b) have been satisfied. (d) The Company shall have received an opinion from Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, on the basis of representations and warranties set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Mergers, taken together, should be treated as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of Buyer, Merger Sub, Merger Sub II, the Company or others reasonably requested by such counsel. For the avoidance of doubt, such opinion shall acknowledge that, in determining whether the payment of the Merger Consideration and other relevant amounts pursuant to this Agreement satisfy the continuity of interest requirement of Treasury Regulation Section 1.368-1(e), the “signing date rule” of Treasury Regulation Section 1.368-1T(e)(2) (as utilized by Prop Reg. Section 1.368-1 pursuant to Notice 2010-25) shall be applicable to the valuation of the Stock Consideration. Furthermore, for the purpose of determining whether the payment of the Merger Consideration and other relevant amounts pursuant to this Agreement satisfy the continuity of interest requirement of Treasury Regulation Section 1.368-1(e), the opinion shall assume that at least forty percent (40%) of such amounts must be payable in Buyer Stock (as compared to cash or other consideration) in order for the Mergers to be treated as an integrated “reorganization” within the meaning of Section 368(a) of the Code. In the event that Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP is a party and delivered unwilling to provide such opinion, the Company shall accept such opinion from ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, if such firm will provide the same to the Company; (d) Each Investor shall have delivered to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company; and. (e) All actions There shall not have occurred a Buyer Material Adverse Effect, and no event shall have occurred or circumstance exist that, in combination with any other events or circumstances, could reasonably be expected to be taken by have a Buyer Material Adverse Effect. (f) The Buyer shall have delivered a letter of credit in substitute for the Investors in connection with consummation FT-WD Letter of Credit or made other arrangements reasonably satisfactory to the Company to satisfy the obligations of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance Company pursuant to the CompanyCommonwealth Lease from and after the Effective Time.

Conditions to Obligation of the Company. The obligations to Effect the Purchase. -------------------------------------------------------------- Unless waived by the Company, the obligation of the Company to enter into and perform its obligations under this Agreement are subject, at effect the option of the Company, Purchase shall be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) Compass and each of the Other Founding Companies shall have performed in all material respects their agreements contained in this Agreement and each Other Stock Purchase Agreement required to be performed on or prior to the Closing Date of and the following conditions, any one or more of which may be waived by the Company: (a) The representations and warranties of the Investors set forth Compass contained in this Agreement and each Other Stock Purchase Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date (except to the extent such representations as if made at and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date), and the Company shall have received a certificate of the Chief Executive Officer or President of Compass to that effect; (b) The Investors no governmental authority shall have performed and complied promulgated any statute, rule or regulation which, when taken together with all of their covenants hereunder in all material respects through such promulgations, would materially impair the Closing, except value to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Stockholders of the Investors shall have performed and complied with all of such covenants in all respects through the ClosingPurchase; (c) Each Investor the Company and the Stockholders shall have executed each received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, dated as of the Transaction Documents Closing Date, containing the substantive opinions set forth on Exhibit 9.2(c), the final form of such -------------- opinion to which it is a party be in form and delivered substance acceptable to counsel for the same to Company and the CompanyStockholders; (d) Each Investor the Company and the Stockholders shall have delivered received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis, dated as of the Closing Date, customary for transactions of this nature, that the receipt by the Stockholders of Compass Common Stock to be issued to the Company the Purchase Price for the Shares and the related Warrants being purchased by such Investor at the Closing by wire transfer of immediately available funds Stockholders pursuant to this Agreement will not be taxable pursuant to Section 351 of the wire instructions provided by the Company; andCode; (e) All actions to be taken by the Investors in connection with consummation of the transactions contemplated hereby ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇.▇. ▇▇▇▇▇▇") and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇. ▇▇▇▇▇▇") the Company.'s Co-Presidents, shall have been afforded the opportunity to enter into an employment agreement in the form attached hereto as Exhibit ------- 9.2(e); ------

Conditions to Obligation of the Company. The obligations obligation of the Company to enter into and perform its obligations under this Agreement are subjectconsummate, at or cause to be consummated, the option of Merger is subject to the Companysatisfaction (or, to the fulfillment on or prior to extent permitted by applicable Law, waiver by the Closing Date Company), as of the Closing, of the following additional conditions, any one or more of which may be waived by the Company: (a) The each of the representations and warranties of the Investors set forth Acquiror and Merger Sub contained in this Agreement (i) Section 6.12 shall be true and correct in all but de minimis respects as of the Closing, (ii) Article VI (other than Section 6.12) shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date); (b) The Investors shall have performed and complied with all of their covenants hereunder in all material respects through the Closingthough then made, except to the extent that any such covenants are qualified by terms such representation or warranty expressly speaks as “material” and “Material Adverse Effect,” of an earlier time, in which case the Investors such representation or warranty shall be true and correct (disregarding any limitation or exception as to materiality, material adverse effect or similar qualification set forth therein) in all material respects as of such earlier time; (b) Acquiror and Merger Sub shall have performed and or complied with all of such covenants in all material respects through all agreements and covenants required under this Agreement to be performed or complied with by them at or prior to the Closing; (c) Each Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company; (d) Each Investor Acquiror shall have delivered to the Company the Purchase Price for the Shares a certificate signed by an officer of Acquiror and the related Warrants being purchased by such Investor at an officer of Merger Sub, dated as of the Closing by wire transfer of immediately available funds pursuant Date, certifying that, to the wire instructions knowledge and belief of such officers, the conditions specified in Section 10.3(a) and Section 10.3(b) have been satisfied; (d) the Acquiror Closing Cash Amount shall not be less than the Minimum Acquiror Closing Cash Amount; (e) the Domestication shall have been completed as provided in Section 2.1(a), and a time-stamped copy of the Certificate of Domestication issued by the CompanyDelaware Secretary of State shall have been delivered to the Company (the condition set forth in this Section 10.3(e), the “Domestication Condition”); (f) Acquiror shall have delivered to the Company evidence reasonably acceptable to the Company that the Acquiror Board will be constituted, immediately after the Closing, as provided in Section 8.6(a); and (eg) All actions to be taken by the Investors in connection with consummation each of Acquiror and Sponsor shall have duly executed and delivered a counterpart of the transactions contemplated hereby and all payments, certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance Registration Rights Agreement to the Companyother parties thereto.