Common use of Conditions to the Obligations of Parent and Merger Sub Clause in Contracts

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of the Company that are not so qualified shall be true in all material respects. (c) The Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing. (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company. (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c). (g) The Company shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to effect the Merger are subject to the satisfaction, at satisfaction (or before the Closing, of each waiver by Parent in its sole discretion) of the following further conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as set forth in this Agreement (without regard to materiality or Company Material Adverse Effect qualifiers contained therein), shall be true in all respects on and correct at and as of the date of this Agreement and the Closing Date with the same force and effect as though if made on at and as of such date (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and each warranties shall have been true and correct as of such earlier date), except where the failure of the representations and warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect; provided, that the representations and warranties set forth in Sections 3.1, 3.2 and 3.5 shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date as if made as of such date. Parent shall have received a certificate dated the Closing Date signed on behalf of the Company that are not so qualified shall be true in all material respectsby the chief executive officer or the chief financial officer of the Company to the effect of the foregoing. (cb) The Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company it under this Agreement at or prior to the ClosingClosing Date. Parent shall have received a certificate dated the Closing Date signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to the effect of the foregoing. (c) There shall not have occurred any event, occurrence or change that has had, or would reasonably be expected to have, a Company Material Adverse Effect. (d) There No Action shall not be threatened, instituted or pending any Proceeding by or before any court or a Governmental Authority requesting or looking toward an Order that Entity (ai) restrains or prohibits the seeking to prevent consummation of the Merger, (bii) could have a Material Adverse Effect seeking to impose any limitation on Parent’s ability the right of Parent to exercise control over or manage the Company after the Closing and its Subsidiaries or (c) could have a Material Adverse Effect on the Company. (e) On the Closing Dateany other Affiliate of Parent, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c). (g) The Company shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect seeking to restrain or prohibit the authorization Company’s or Parent’s ownership or operation (or that of their respective Subsidiaries or Affiliates) of any portion of the Note, and (iii) incumbency and signatures business or assets of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by Parent or any of their respective Subsidiaries or Affiliates, or to compel the Company or Parent or any of their respective Subsidiaries or Affiliates to dispose of or hold separate any portion of the Merger, and copies business or assets of all such Consents shall have been delivered to Parentthe Company or Parent or any of their respective Subsidiaries or Affiliates.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfactionsatisfaction (or, at or before to the Closingextent legally permissible, of each waiver) of the following further conditions: (a) During the period from the date Company shall have performed in all material respects all of this Agreement its obligations and covenants hereunder required to be performed by it at or prior to the Closing DateEffective Time, there shall not have occurred a Material Adverse Effect on (ii) the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and the Closing Date with the same force and effect as though if made on the Closing Date except (y) those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, date and each (z) (other than those in Section 4.2 of this Agreement) to the extent that failure of the representations and warranties to be so true and correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (iii) Parent shall have received a certificate signed by the chief executive officer of the Company that are not so qualified shall be true in all material respects.to the foregoing effect; (cb) The the Company shall have performed received all consents, waivers and complied approvals required in all material respects connection with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing. (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Mergertransactions contemplated hereby in connection with the agreements, (b) could contracts, licenses or leases set forth in Section 4.5 of the Company Disclosure Schedule, except those consents, waivers or approvals the failure to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (c) there shall not be pending any suit, proceeding or investigation: (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) relating to the Merger and seeking to obtain from Parent, the Company or any of their respective Subsidiaries any damages that may be material to Parent or the Company, as applicable; (iii) seeking to prohibit or limit in any material respect Parent’s ability to vote, receive dividends with respect to or otherwise exercise control over or manage ownership rights with respect to the Company after stock of the Closing Surviving Corporation; or (civ) which, if adversely determined could have a Material Adverse Effect on the Company.Company or Parent; (d) there shall have not occurred any event or change since the date of the Agreement that has had or could reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; and (e) On the Closing Date, there Dissenting Shares shall be comprise no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation more than fifteen percent (15%) of the Mergerissued and outstanding Company Shares. (f) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c). (g) The Company shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger M▇▇▇▇▇ Sub under this Agreement to consummate the Contemplated Transactions are subject to the satisfaction, fulfillment at or before prior to the Closing, Effective Time of each of the following additional conditions, any or all of which may be waived in writing in whole or part by Parent or Merger Sub to the extent permitted by applicable Law: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality or Company Material Adverse Effect shall be true and correct in all respects on and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date with the same force and effect as though such representations and warranties were made on at and as of such date, and each of the date (except for representations and warranties made as of a specified date, which shall speak only as of the Company that are not so qualified shall be true in all material respects. (c) The Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing. (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company. (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (cdate). (gb) The Company shall have delivered to Parent and Merger Sub a certificatecertificates, dated the date of the Closing, signed by an executive officer of each of the Company, certifying as to the fulfillment of the conditions specified in Section 7.2(a). (c) Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (d) All of the Company Consents shall have been obtained or provided. (e) All stockholder agreements, voting agreements, registration rights agreements and similar agreements between or among any of the Company, the Subsidiaries and/or the Stockholders set forth on Section 7.2(d) of the Company Disclosure Schedule (“Terminated Stockholder Agreements”), shall have been terminated and shall cease to be of force or effect. (f) Parent shall have received, in a form reasonably acceptable to Parent, (i) a certification that meets the requirements of Treasury Regulations Sections 1.897-2(h)(1) and 1.1445-2(c)(3), certifying that the interests in the Company do not constitute “United States real property interests” within the meaning of Code Section 897(c)(1) and the Treasury Regulations promulgated thereunder, and (ii) notice to the IRS, in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice and a copy of the certification to the IRS on behalf of the Company after the Closing, in each case properly completed and executed by Company. (g) Parent shall have received, in a form reasonably acceptable to Parent, a certificate from the jurisdiction of incorporation of Company dated within five (5) Business Days prior to the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to that the Merger adopted by its Members attached thereto, Company is in good standing and (iii) resolutions with respect to the authorization that all applicable franchise Taxes and fees of the Note, Company through and (iii) incumbency and signatures including the date of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall such certificate have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parentpaid.

Conditions to the Obligations of Parent and Merger Sub. The ------------------------------------------------------ obligations of Parent and Merger Sub under this Agreement to effect the Merger are also subject to the satisfaction, fulfillment at or before prior to the Closing, of each Effective Time of the following conditionsconditions unless waived in writing by Parent and Merger Sub: (a) During this Agreement, the period from Merger and the date consummation of the transactions contemplated in this Agreement to shall have been approved and adopted by the Closing Date, there shall not have occurred a Material Adverse Effect on requisite vote of the stockholders of the Company or its business.required by Colorado Law; (b) The the Company shall have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time, except for such failures to comply which would not constitute a Company Material Adverse Effect and which would not otherwise materially adversely affect the consummation of the transactions contemplated hereby, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect; (c) the representations and warranties of the Company contained herein set forth in this Agreement that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such datecorrect, and each of the representations and warranties of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects. (c) The Company , in each case as of the date of this Agreement and as of the Effective Date, as though made on and as of the Effective Date, and Parent shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company at or prior to such effect with respect to the Closing.Company's representations and warranties; (d) There the Company shall not be threatenedhave taken all actions, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order if any, that (a) restrains or prohibits the are necessary to assure that upon consummation of the Merger all of the options, warrants, and other agreements to acquire any shares of Company Common Stock (excluding agreements with Parent) outstanding immediately prior to the Merger (and not exercised prior to the Merger) shall, effective upon the Merger, (b) could have a Material Adverse Effect on Parent’s ability been cancelled and shall have provided evidence thereof to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company.Parent satisfactory to it; (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c). (g) The Company shall have delivered to Parent and Merger Sub all necessary consents, waivers, authorizations and approvals, such that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in the acceleration, termination, modification or cancellation of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any indenture, contract, lease, sublease, loan, agreement, note or other similar obligation or liability to which the Company or any of the Company Subsidiaries is a certificateparty or is bound or to which any of their respective assets are subject, (ii) conflict with, violate or result in a breach of any provision of the charter documents or bylaws of the Company or any of the Company Subsidiaries, (iii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction or decree applicable to the Company or any of the Company Subsidiaries or by which any of their respective properties or assets is bound or affected or (iv) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of any lien, charge or encumbrance on any of the properties or assets of the Company or any of the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any indenture, contract, lease, sublease, loan, agreement, note, permit, license, franchise, agreement or other instrument, obligation or liability to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any of their assets is bound or affected, unless the failure to obtain such consents, waivers, authorizations and approvals would not (x) prevent the consummation of the transactions contemplated hereby, or (y) be reasonably likely to have a Company Material Adverse Effect; (f) the Company shall have delivered to each of Parent and Merger Sub a certificate of the Secretary of the Company dated the Closing Effective Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documentsa copy (to be attached to such certificate) of the Articles of Incorporation of the Company, together with all amendments thereto, and a copy of the By-laws of the Company and further certifying that no action has been taken to amend, modify or repeal such documents, the same being in full force and effect in such form on the Effective Date, (ii) a copy (to be attached to such certificate) of the resolutions with respect to of the Merger adopted by its Members attached theretoboard of directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and further certifying that such resolutions have not been amended, modified, revoked or rescinded as of the date of such certificate and (iii) resolutions with respect to the authorization incumbency and signature of the Note, and (iii) incumbency and signatures officers of the persons who have executed Company executing this Agreement on behalf of the Company and any certificate, agreement or other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company pursuant hereto, together with evidence of the incumbency of such Secretary; (g) the Company shall have delivered to each of Parent and Merger Sub at the Closing shall be reasonably satisfactory favorable opinion of counsel to the Company, dated the Effective Date, in form and substance reasonably satisfactory to counsel to Parent and Merger Sub, to the following effect: (i) the organization, existence, and good standing of the Company and the Company Subsidiaries are as stated in this Agreement; (ii) the Company has full power and authority to execute and deliver this Agreement and the Company has full power and authority to perform this Agreement; (iii) this Agreement has been duly authorized by all requisite action of the Board of Directors and shareholders of the Company, and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting creditors' rights generally and to general equitable principles; (iv) the execution and performance by the Company of this Agreement will not violate the Articles of Incorporation or By-laws of the Company and will not violate, result in a breach of or constitute a default under, any lease, mortgage, agreement, instrument, judgment, order or decree known to such counsel to which the Company or any Company Subsidiary are parties or to which they or any of their properties may be subject; (v) the Articles of Merger have been duly executed by the Company and, upon filing, will be sufficient to lawfully effect the Merger; (vi) the Mining Venture Agreement is in full force and effect and is valid, binding and enforceable by the Company, except as disclosed in Section 2.16(a) of the Company --------------- Disclosure Letter; (vii) the Company owns and has good title to the Project, the Properties and all of the assets and properties of the Company referenced in Section 2.17 of this Agreement, except as set ------------ forth in Section 2.17 of the Company Disclosure Letter; and (viii) to ------------ the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental agency or body not previously obtained is required for the consummation of the Agreement. (h) since the date of this Agreement, there shall not have occurred any material adverse change in the condition (financial or otherwise), business, operations, prospects or assets of the Company and the Company Subsidiaries considered as one enterprise; (i) All Consents Parent shall have completed, and in its sole discretion be satisfied with the results of, its due diligence investigation of the Company; (j) except for the filing of the Articles of Merger with the Secretary of State of the State of Colorado, all Third Parties waivers, consents, approvals and Governmental Authorities actions or non-actions of any governmental authority, commission, board or other regulatory body required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; (k) there shall not be threatened or pending any suit, action or proceeding by any Governmental Entity or any other person, or before any court or governmental authority, agency or tribunal, domestic or foreign, in each case that has a reasonable likelihood of success, (i) challenging the acquisition by Parent or Merger Sub of any shares of Company Common Stock, seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement, or seeking to obtain from the Company, Parent or Merger Sub any damages that are necessarymaterial in relation to the Company and the Company Subsidiaries taken as a whole, in (ii) seeking to prohibit or limit the opinion ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, or to compel the Company, Parent or any of their respective subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of Parent counselor Merger Sub to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock, including, without limitation, the right to vote the Company Common Stock purchased by it on all matters properly presented to the stockholders of the Company, (iv) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in connection with (a) any material respect the execution and delivery by business or operations of the Company or the Company Subsidiaries or (bv) which otherwise is reasonably likely to have a Company Material Adverse Effect; (l) the consummation by Company's Board of Directors shall have approved the Globex Loan Agreement, and the Company shall not be in default under that agreement; (m) all funds which the Company borrows are used for the purpose required by any loan agreement or related documentation associated with such borrowing; (n) U.S. Gold shall have duly executed the Stock Option Agreement, and all related agreements and documents and such agreements are in full force and effect and U.S. Gold shall not be in default thereof; (o) Royalstar shall have duly executed a Stock Purchase Agreement providing for the purchase by Parent of 4,419,110 shares of Company Common Stock at $0.80 per share, all related agreements and documents and such agreements are in full force and effect, Royalstar shall not be in default thereof, and Parent shall have acquired such shares prior to or substantially contemporaneous with the Merger; (p) The Company shall have caused any of its employees, officers, directors or any Company Subsidiary which owns any interest in any real property, or any mineral interest or estate therein, within one aerial mile of the MergerLands or the Project, to convey such interest, without any additional compensation to such person, to the Company by a document of transfer satisfactory to Parent and copies of all such Consents its counsel; (q) the Company and TSVLP shall have been executed and delivered a document, satisfactory to Parent, amending the terms and provisions of the Mining Venture Agreement; and (r) Parent shall have successfully raised financing of no less than $10,000,000.

Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub under to consummate the transactions contemplated by this Agreement are subject to the satisfaction, fulfillment at or before prior to the Closing, Closing Date of each of the following additional conditions, any or all of which may be waived in whole or in part by Parent and Merger Sub, as the case may be, to the extent permitted by applicable Law: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be have been true in all respects when made and on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the Closing Date (except for representations and warranties made as of a specified date, which shall speak only as of the specified date), except where the failure to be true, individually or in the aggregate, has not had or is not reasonably expected to have a Material Adverse Effect on the Company that are not so qualified shall be true in all material respectsand its subsidiaries taken as a whole. (cb) The Company shall have performed and or complied in all material respects with all covenants, agreements, obligations agreements and conditions contained herein required by this Agreement to be performed or complied with by the Company at or it prior to or at the time of the Closing. (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company. (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed signed by a duly authorized Member the President or any Vice President of the Company certifying as to the fulfillment of the conditions specified in Sections 7.02(a7.2(a) and 7.2(b). (d) Parent shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, dated the Closing Date, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; and (ii) each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. The issuance of such opinion shall be conditioned on the receipt by such counsel of representation letters from each of Parent, Merger Sub and the Company, substantially in the forms attached hereto as EXHIBITS C and D in each case, in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. (e) All authorizations, consents or approvals of any Governmental Entity (other than those specified in Section 7.1(b)) required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been obtained, without any limitation, restriction or condition that is reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole (or, were such effect applied to the Surviving Corporation and its subsidiaries, is reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as a whole), except for such authorizations, consents or approvals, the failure of which to have been obtained is not reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole (bor, were such effect applied to the Surviving Corporation and its subsidiaries, is not reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as a whole). (f) All authorizations, consents or approvals of any third parties (other than those specified in Section 7.2(e)) identified in the Company Disclosure Schedule required for the Company to consummate the Merger and the other transactions contemplated hereby shall have been obtained, except for such authorizations, consents or approvals, the failure of which to have been made or obtained is not reasonably expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole (cor, were such effect applied to the Surviving Corporation and its subsidiaries, is not reasonably expected to have a Material Adverse Effect on Parent and its subsidiaries taken as a whole). (g) The Company Parent shall have delivered to received a Lock-Up Agreement executed by each Company Insider and Parent Insider. (h) Stockholders of the Company holding no more than five percent (5%) of the Company Common Stock shall have elected any appraisal rights or associated payments under Sections 92A-420 and Merger Sub a certificate92A-440 of the NGCL. (i) Parent shall have received an opinion, dated the Closing Date, executed by a duly authorized Memberfrom ▇▇▇▇▇ & ▇▇▇▇▇▇, certifying as to (i) its Organizational DocumentsL.L.P., (ii) resolutions with respect counsel to the Merger adopted by Company, in the form reasonably acceptable to Parent and its Members attached thereto, and (iii) resolutions with respect to legal counsel regarding the due authorization of the Note, Company entering and (iii) incumbency and signatures of the persons who have executed performing this Agreement and any other documentsthe Merger, certificates enforceability of this Agreement and agreements to be executed the Merger, and delivered at no conflicts with the Closing pursuant to this Agreementarticles of incorporation or bylaws of the Company. (hj) All documents consents, waivers and other actions referred to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities Section 6.19 shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parentand/or taken as provided therein.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Contemplated Transactions are subject to the satisfaction, fulfillment at or before prior to the Closing, Effective Time of each of the following additional conditions, any or all of which may be waived in writing in whole or part by Parent or Merger Sub to the extent permitted by applicable Law: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of each of the Company Companies and the Shareholders contained herein that are qualified as to materiality or Company Material Adverse Effect shall be true and correct in all respects on and those not so qualified shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date with the same force and effect as though such representations and warranties were made on at and as of such date, and each of the date (except for representations and warranties made as of a specified date, which shall speak only as of the Company that are not so qualified shall be true in all material respectsspecified date). (cb) The Company Each of the Companies and the Shareholders shall have performed and or complied with in all material respects with all covenants, agreements, obligations covenants and conditions contained herein required by this Agreement to be performed or complied with by the Company at or it prior to or at the time of the Closing. (dc) There Since the date of this Agreement, there shall not have been any event, change, effect, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could expected to have a Company Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the CompanyEffect. (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (fd) The Company shall have delivered to Parent a certificate, dated Companies and the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c). (g) The Company Shareholders shall have delivered to Parent and Merger Sub a certificatecertificates, dated the Closing Datedate of the Closing, executed signed by a duly authorized Memberan executive officer of each of the Companies and by the Shareholders, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization fulfillment of the Noteconditions specified in Section 8.2(a), Section 8.2(b) and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this AgreementSection 8.2(c). (he) All documents to be delivered by of the Company to Parent Consents set forth on Section 8.2(e) of the Company Disclosure Schedule shall have been obtained. (f) All proceedings of the Companies and Merger Sub at the Closing Shareholders that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to Parent and Merger Subits counsel, and Parent and its counsel shall have received such evidence of any such proceedings, good standing certificates (if applicable), organizational and governing documents, certified if requested, as may be reasonably requested and is customary in transactions such as this one. (ig) All Consents shareholders agreements, voting agreements, registration rights agreements and similar agreements between or among any of the Companies, the Subsidiaries and/or the Shareholders (other than the Registration Rights Agreement), and all Third Parties and Governmental Authorities other agreements set forth on Section 8.2(g) of the Company Disclosure Schedule, shall have been obtained that are necessary, in the opinion terminated and shall cease to be of Parent counsel, in connection with (a) the execution and delivery by the Company force or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parenteffect.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfactionsatisfaction (or waiver by Parent, if permissible under Applicable Law), at or before prior to the Closing, of each of the following further conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its businessRepresentations and Warranties. (bi) The Other than the representations and warranties of the Company contained herein that are qualified as to materiality shall be true listed in all respects on Section 8.02(a)(ii) and as of the Closing Date with the same force and effect as though made on and as of such dateSection 8.02(a)(iii), and each of the representations and warranties of the Company that are not so qualified shall set forth in this Agreement will be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the date hereof and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in all material respectswhich case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (cii) The representations and warranties set forth in Section 4.01(a), Section 4.02, the last sentence of Section 4.05(a) and Section 4.22 that (A) are not qualified by Company shall have performed Material Adverse Effect or other materiality qualifications will be true and complied correct in all material respects with all covenants, agreements, obligations as of the date hereof and conditions required by this Agreement to be performed or complied with by as of the Company Closing Date as if made at or prior and as of the Closing Date (except to the Closing. extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date); and (dB) There shall not be threatened, instituted or pending any Proceeding are qualified by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Company Material Adverse Effect on Parent’s ability to exercise control over or manage the other materiality qualifications will be true and correct in all respects (without disregarding such Company after the Closing or (c) could have a Material Adverse Effect on the Company. (eor other materiality qualifications) On as of the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation Date as if made at and as of the Merger. Closing Date (f) The Company shall have delivered except to Parent a certificatethe extent that any such representation and warranty expressly speaks as of an earlier date, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment in which case such representation and warranty will be true and correct in all respects as of the conditions specified in Sections 7.02(a), (b) and (csuch earlier date). (giii) The Company shall have delivered to Parent representations and Merger Sub a certificatewarranties set forth in the first sentence of Section 4.05(a), dated the first sentence of Section 4.05(b) and the first sentence of Section 4.05(c) will be true and correct in all respects as of the date hereof and as of the Closing Date, executed by a duly authorized Member, certifying as to Date (i) its Organizational Documents, (ii) resolutions with respect except to the Merger adopted by its Members attached theretoextent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and (iii) resolutions with respect to the authorization warranty will be true and correct as of the Notesuch earlier date), and (iii) incumbency and signatures of the persons who have executed this Agreement and except for any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained inaccuracies that are necessary, de minimis in the opinion of Parent counsel, in connection with (a) the execution nature and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parentamount.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at or before the Closing, of each satisfaction of the following further conditions, any of which may be waived, in writing, exclusively by Parent: (a) During The representations and warranties of the period from Company and the Company Subsidiary set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true and correct at and as of the Mandatory Approvals Receipt Date as if made at and as of such date (except for representations and warranties which address matters only as of this Agreement a specified date, which representations and warranties shall be true and correct with respect to the Closing Datespecified date), there shall not except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have occurred a Material Adverse Effect on the Company or its businessthe Company Subsidiary. Parent and Merger Sub shall have received a certificate dated as of the Mandatory Approvals Receipt Date signed by the Chief Executive Officer and Chief Financial Officer of the Company to the foregoing effect. (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of the Company that are not so qualified shall be true in all material respects. (c) The Company shall have performed and or complied in all material respects with all covenants, agreements, obligations agreements and conditions covenants required by this Agreement to be performed or complied with by the Company it at or prior to the ClosingEffective Time. Parent and Merger Sub shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the foregoing effect. (c) Parent shall have received opinions of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP and Meitar Liquornik Geva & Leshem ▇▇▇▇▇▇▇▇▇, counsel to the Company, dated the Effective Date in substantially the forms attached hereto as Exhibits E-1 and E-2, respectively. (d) There shall not be threatened, instituted The Company or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after Subsidiary, as the Closing case may be, shall have received all consents, authorizations or (c) could approvals from the governmental agencies referred to in Section 4.03 and Section 6.07, in each case in form and substance reasonably satisfactory to Parent, and no such consent, authorization or approval shall have a Material Adverse Effect on the Companybeen revoked. (e) On The Stockholder Consents shall have been executed and delivered by the Closing Date, there Stockholders listed on Annex A hereto and shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Mergerin full force and effect. (f) Each of the Non-Competition and Non-Solicitation Agreements executed and delivered to Parent by the individuals listed on Annexes B-1 and B-2 on the date of this Agreement hereto shall be in full force and effect, and without any amendment thereto, immediately prior to the Effective Time. (g) (i) At least 17 of the total number of employees of the Company Subsidiary as of the date hereof shall continue to be employed by the Company Subsidiary in their respective positions as of the date hereof, including without limitation, (A) each of the individuals listed on Annex B-2 hereto that are employed by the Company Subsidiary and (B) ▇▇▇ ▇▇▇▇, and (ii) the individuals listed on Annex B-1 hereto employed by the Company shall continue to be employed by the Company in their respective positions as of the date hereof, and Parent shall have received a certificate signed by an officer of the Company to the foregoing effect. (h) Parent shall have received certified certificates of incorporation and bylaws, and good standing certificates in respect of the Company and the Company Subsidiary and certified board resolutions in respect of the transactions contemplated hereby, all in form and substance reasonably satisfactory to Parent. (i) The amendments to the Company’s certificate of incorporation as set forth in Schedule 4.01(b) shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect. (j) The Company shall have delivered a certification pursuant to Parent a certificateTreasury Regulations Sections 1.897-2(h) and 1.1445-2(c), signed by the Company and dated not more than 30 days prior to the Closing Date, executed by a duly authorized Member certifying Effective Time to the fulfillment effect that the Company is not nor has it been within 5 years of the conditions specified date of the certification a “United States real property holding corporation” as defined in Sections 7.02(a), (b) and (c)Section 897 of the Code. (gk) No Material Adverse Effect on the Company or the Company Subsidiary shall have occurred prior to the Mandatory Approvals Receipt Date and be continuing. (l) The Company shall have delivered taken all actions required by Section 6.13(a) and Section 6.13(b). (m) Parent shall have received a certificate signed by the Chief Financial Officer of the Company setting forth the Estimated Company Cash Amount pursuant to Section 6.08. (n) The Company shall have paid all Transaction Expenses. Parent and Merger Sub shall have received a certificate, dated certificate signed by the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions Chief Financial Officer of the Company setting forth the Transaction Expenses incurred with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documentsthe transactions contemplated hereby. The Company and Company’s legal counsel, certificates auditors, investment bankers and agreements financial advisors shall have agreed to the amounts set forth in such certificate. Any additional Transaction Expenses exceeding the amounts set forth in such certificate shall be executed and delivered at the Closing considered a Loss pursuant to this AgreementSection 10.02 and shall be paid out of the Escrow Fund in accordance with the provisions set forth in Section 10.02; provided that such Transaction Expenses shall be recoverable from the first dollar and shall not be subject to the Basket Amount. (ho) All documents The Company shall have obtained the written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated to be delivered the Merger pursuant to Section 18.5 of the Software License and Development Agreement entered into as of June 30, 2003 by and between the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are to consummate the Merger is subject to the satisfaction, fulfillment at or before prior to the Closing, of each Effective Time of the following conditions, any or all of which may be waived in whole or in part by Parent and Merger Sub to the extent permitted by applicable law: (a) During The Company shall have obtained all of the period from waivers, permits, consents, approvals or other authorizations, and effected all of the date of this Agreement registrations, filings and notices, referred to in Section 6.1 that are reasonably deemed necessary by Parent to consummate the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business.Merger; (b) The representations and warranties of the Company contained herein that are qualified as to materiality set forth in Section 6.2 shall be true and correct in all material respects on and (except for representations qualified by materiality or Material Adverse Effect which shall be correct in all respects) as of the Closing Date Effective Time, with the same force and effect as though if made on and as of such datethe Effective Time, and each of the except for representations and warranties made as of the Company that are not so qualified a specific date, which shall be true and correct in all material respects (except for representations qualified by materiality or Material Adverse Effect which shall be correct in all respects.) as of such specific date; (c) The Company shall have performed and or complied with in all material respects with all covenants, agreements, obligations its agreements and conditions covenants required by this Agreement to be performed or complied with by the Company at under this Agreement as of or prior to the Closing.Effective Time; and (d) There From the date of this Agreement to the Effective Time, there shall not have been any event or development which results in a Material Adverse Effect upon the business of the Company, nor shall there have occurred any event or development which could reasonably be threatenedlikely to result in a Material Adverse Effect upon the business of the Company in the future. (e) A final draft of a Current Report on Form 8-K (the “Super 8-K”), instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits which discloses the consummation of the Merger, (band which also includes all information required to be reported with respect to a “reverse merger” transaction with a public “shell company” including, without limitation, the information required pursuant to Item 2.01(f) could – Completion of Acquisition or Disposition of Assets and Item 5.06 – Change in Shell Company Status - shall have a Material Adverse Effect on Parent’s ability to exercise control over or manage been prepared by the Company and approved by Parent and their respective legal advisors, to be filed with the SEC within four (4) business days after the Closing or (c) could have a Material Adverse Effect on the Company. (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the MergerClosing. (f) The Company Parent shall have delivered to Parent a certificate, dated be satisfied that the Closing Date, executed by a duly authorized Member certifying the fulfillment issuance of the conditions specified Parent Common and the assumption of the Company Options in Sections 7.02(a)connection with the Merger shall be exempt from registration under Regulation D of the Securities Act and Section 4(2) of the Securities Act, (b) or Regulation S promulgated by the SEC, and (c)all applicable state securities laws. (g) The Company shall have delivered prepare and, subject to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization Parent’s approval of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to thereof (which approval shall not be unreasonably withheld or delayed), Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in file with the opinion of Parent counselSEC the information required by Rule 14f-1 promulgated under the Exchange Act, in connection with (a) the execution and delivery by proposed change in the Company or (b) directors serving on the consummation by the Company Board of Directors of Parent after the Merger, and copies shall mail such information as required, to each of all such Consents shall have been delivered Company’s stockholders prior to Parentthe Closing.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at or before the Closing, of each satisfaction of the following conditions:further conditions (any one of which may be waived in whole or part by Parent in its sole discretion by giving written notice to the Company in compliance with Section 10.1 hereof): (a) During (i) the period from the date Company shall have performed all of this Agreement its material obligations hereunder required to be performed by it at or prior to the Closing Date, there Effective Time; and (ii) Parent shall not have occurred received a Material Adverse Effect on certificate signed by an executive officer of the Company or its business.to the foregoing effect; (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and (i) each of the representations and warranties of the Company that are not so contained in this Agreement shall have been true and correct in all material respects at the time originally made (as qualified by the Company Disclosure Schedule), or an earlier date if such representation or warranty refers expressly to an earlier date (without giving effect to any qualifications as to materiality or lack of Material Adverse Effect contained therein), and shall be true and correct in all material respects.respects (without giving effect to any qualifications as to materiality or lack of Material Adverse Effect contained therein) as of the Effective Time, with the same force and effect as if such representations and warranties had been made at and as of the Effective Time, or an earlier date if such representation or warranty refers expressly to an earlier date, except with respect to the representations and warranties deemed to be made as of the Closing Date, where any failures to be true and correct, individually or in the aggregate, could not reasonably be expected to constitute a Material Adverse Effect with respect to the Company and (ii) the Company shall deliver to Parent at the Closing a certificate, dated as of the date of the Closing and signed by the Company’s President or Chief Executive Officer, certifying to that effect; (c) The Company each of the individuals identified on Schedule 7.2 hereto shall have performed executed and complied delivered a non-competition agreement with Parent in all material respects with all covenants, agreements, obligations form and conditions required by this Agreement substance satisfactory to be performed or complied with by the Company at or prior to the Closing.Parent and such person; (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a no Material Adverse Effect on Parent’s ability with respect to exercise control over or manage the Company after shall have occurred or been discovered by Parent since the Closing or (c) could have a Material Adverse Effect on the Company.Agreement Date; (e) On no injunction or other decree shall have been issued by any court of competent jurisdiction prohibiting the sale of the Contingent Payment Products by the Company or Parent on the basis of any rights held by a third party (including without limitation any rights of any third party in any Intellectual Property); (f) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ will have issued a legal opinion in the form attached hereto as Exhibit D; (g) the Company shall have delivered a properly executed statement, dated as of the Closing Date, there shall be no effective Order issued by in a court form reasonably acceptable to Parent conforming to the requirements of competent jurisdiction restraining or prohibiting the consummation of the Merger.Treasury Regulation Section 1.1445-2(c)(3); (fh) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c). (g) The Company shall have delivered to Parent and Merger Sub the Capitalization and Closing Payment Amount Certificate; (i) the Company shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the Merger under all notes, bonds, mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises and other instruments or obligations to which it is a certificate, dated party; (j) the Company shall have delivered to Parent a certificate at any one time following the date hereof but prior to the Closing Date, executed by a duly authorized Member, certifying setting forth the following information as to each share of the Company’s stock (as defined in Treas. Reg. § 1.382-2(a)(3)), as of the date of such certificate (which date may be any day after the date of this Agreement and prior to the Effective Time): (i) its Organizational Documentsthe date of issuance, (ii) resolutions the holder at issuance, (iii) the issue price and (if different) fair market value, (iv) the date(s) of any transfer(s), (v) the fair market value at the time of transfer, (vi) any information as to the holder of that share from time to time that is described in Treas. Reg. §§ 1.382-2T(h)(6) and/or 1.382-2T(k) and is actually known to the Company, and (vii) a summary of any written materials indicative of, or other information or estimates as to, the fair market value of that share from time to time (including, e.g., the exercise price of any incentive stock options granted at any time at or following the issuance date of that share to acquire shares of the same class of stock); (k) any and all rights, warrants, options or other instruments or rights to purchase shares of Company Common Stock or Company Preferred Stock (other than Company Options, which shall be converted into the right to receive a portion of the Merger Consideration in accordance with Section 2.1) outstanding immediately prior to the Closing, whether or not exercisable, whether or not vested, and whether or not performance based, shall have been exercised or terminated, and all outstanding convertible notes shall have been cancelled or converted into capital stock of the Company; and (l) holders of no more than five percent (5%) of the aggregate outstanding Company Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time shall have elected to, or continue to have contingent rights to, exercise dissenters’, appraisal or similar rights under Delaware Law or California Law, if any, with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreementsuch shares. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at or before the Closing, of each satisfaction of the following conditions:further conditions (any one of which may be waived in whole or part by Parent in its sole discretion by giving written notice to the Company in compliance with Section 10.1 hereof): (a) During (i) the period from the date Company shall have performed all of this Agreement its material obligations hereunder required to be performed by it at or prior to the Closing Date, there Effective Time; and (ii) Parent shall not have occurred received a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and certificate dated as of the Closing Date with and signed by the same force and effect as though made on and as of such dateCompany’s President or Chief Executive Officer, and certifying to the foregoing effect; (b) (i) each of the representations and warranties of the Company that are not so contained in this Agreement shall have been true and correct (without regard to any qualifications to such representations and warranties as to materiality, Material Adverse Effect of similar expressions) at the time originally made (as qualified by the Company Disclosure Schedule) and the representations and warranties made as of the Agreement Date shall be true and correct as of the Effective Time (as qualified by the Company Disclosure Schedule delivered on the Agreement Date), except for breaches of such representations and warranties that, individually or in all material respects.the aggregate, would not and could not reasonably be expected to result in a Material Adverse Effect; and (ii) the Company shall deliver to Parent at the Closing a certificate, dated as of the date of the Closing and signed by the Company’s President or Chief Executive Officer, certifying to that effect; (c) The no Material Adverse Effect with respect to the Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required occurred or been discovered by this Parent since the Agreement to be performed or complied with by the Company at or prior to the Closing.Date; (d) There no injunction or other decree shall not be threatened, instituted or pending any Proceeding have been issued by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits of competent jurisdiction prohibiting the consummation sale of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage Company Products by the Company after the Closing or (c) could have a Material Adverse Effect Parent on the Company.basis of any rights held by a third party (including without limitation any rights of any third party in any Intellectual Property); (e) On ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ will have issued a legal opinion addressed to Parent in the form attached hereto as Exhibit E; (f) the Company shall have delivered a properly executed statement, dated as of the Closing Date, there shall be no effective Order issued by in a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered form reasonably acceptable to Parent a certificate, dated conforming to the Closing Date, executed by a duly authorized Member certifying the fulfillment requirements of the conditions specified in Sections 7.02(aTreasury Regulation Section 1.1445-2(c)(3), (b) and (c).; (g) The the Company shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to certificate that sets forth (i) its Organizational Documentsthe information required to be set forth on Section 3.2 of the Company Disclosure Schedule, updated to reflect capitalization as of immediately prior to the Effective Time (giving effect to any conversion of shares of Company Preferred Stock to Company Common Stock that is made contingent upon the Closing), (ii) resolutions with respect to the Merger adopted by its Members attached theretoFully-Diluted Common Stock Number and the calculation thereof, and (iii) resolutions the aggregate exercise price for all Company Options and Company Warrants outstanding as of the Agreement Date (the “Capitalization Certificate”), which Capitalization Certificate shall be deemed to be representations and warranties of the Company hereunder; (h) the Company shall have obtained those consents or approvals with respect to the authorization consummation of the NoteMerger of each person listed on Schedule 7.2(h); (i) any and all rights, warrants, options or other instruments or rights to purchase shares of Company Common Stock or Company Preferred Stock (other than Company Options and Company Warrants, which shall be converted into the right to receive a portion of the Closing Payment Amount in accordance with Section 2.1) outstanding immediately prior to the Closing, whether or not exercisable, whether or not vested, and whether or not performance based, shall have been exercised or terminated (iiij) incumbency and signatures holders of no more than 5.0% of the persons who aggregate outstanding Company Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time shall have executed this Agreement and any other documentselected to, certificates and agreements or continue to be executed and delivered at the Closing pursuant have contingent rights to, exercise dissenters’, appraisal or similar rights under California Law with respect to this Agreement.such shares; and (hk) All documents to be delivered by the Company shall have delivered a certification to Parent and Merger Sub at the Closing shall be reasonably satisfactory Parent, in form and substance (other than with respect to Parent any amounts set forth thereon) satisfactory to Parent, setting forth the maximum amount of fees and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained expenses that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery each professional advisor engaged by the Company or (b) its Board of Directors in connection with this Agreement or the consummation by Company’s efforts to consummate an initial public offering of the Company Common Stock, consisting of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ charge with respect to the transactions contemplated hereby or the Company’s efforts to consummate an initial public offering of the MergerCompany Common Stock (regardless of whether or not such fees and expenses have been billed to, or collected from, the Company) (each a “Transaction Cost Certificate”), and copies of all such Consents Parent shall have been received such written assurances with respect to such amounts from ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ as it shall reasonably request; and (l) each holder of Company Warrants shall have executed and delivered a amendment, in form and substance reasonably satisfactory to Parent, to the Company Warrants held by such holder acknowledging such holder will receive the portion of the Closing Payment Amount calculated pursuant Section 2.1(c)(ii) in exchange for such Company Warrants; or, alternatively, for any holders who have not delivered such amendment, the Company Warrants held by such holders shall terminate no later than the Effective Time.

Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub under to consummate the transactions contemplated by this Agreement are subject to the satisfaction, satisfaction at or before prior to the Closing, Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by Parent and Merger Sub, as the case may be, to the extent permitted by applicable Law: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each Each of the representations and warranties of the Company that are not so qualified contained herein, shall be true and correct in all material respects, in each case, when made and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects, as the case may be, as of the specified date), except where any such failure to be true and correct would not reasonably be expected to result in a Company Material Adverse Effect. (b) The Company shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing. (c) The Company shall have performed delivered to Parent (i) a certificate, dated the date of the Closing, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Sections 7.2(a) and complied in all material respects with all covenants7.2(b), agreements, obligations and conditions required by this Agreement to be performed or complied with by (ii) a certificate of good standing for the Company at or prior in the State of Delaware and of its Subsidiaries (where applicable) in their jurisdiction of incorporation, dated as of a date reasonably close to the ClosingClosing Date. (d) There Parent shall not be threatened, instituted or pending any Proceeding have received counterparts to the Escrow Agreement executed by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of Principal Shareholders and the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the CompanyEscrow Agent. (e) On the Closing DateThe Company shall have obtained, there shall or caused to be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Mergerobtained, each consent described on Schedule 7.2(e). (f) The Company shall have delivered to Parent a certificate, dated non-compete and non-solicitation agreement substantially in the Closing Date, form of Exhibit B executed by a duly authorized Member certifying the fulfillment each of the conditions specified in Sections 7.02(a), (b) and (c)Principal Stockholders. (g) The Company ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have delivered to entered into an employment arrangement with the Company or Parent and Merger Sub a certificate, dated substantially in the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization form of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement.Exhibit C. (h) All documents to be delivered by the There shall not have been a Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger SubMaterial Adverse Effect. (i) All Consents The number of all Third Parties shares of Company Common Stock held by Dissenting Stockholders shall not comprise more than 1% of the total outstanding shares of Company Common Stock. (j) A pay off letter with respect to the Company’s loans from Citizens Bank and Governmental Authorities a release with respect to the Company’s loan from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery received by the Company or (b) the consummation by the Company of the MergerCompany, each in form and copies of all such Consents shall have been delivered substance reasonably acceptable to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub under this Agreement are to effect the Merger is subject to the satisfaction, satisfaction at or before prior to the Closing, of each Effective Time of the following conditions: (a) During the period from the date of Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing DateEffective Time, there and Parent shall not have occurred received a Material Adverse Effect certificate signed on behalf of Company by a duly authorized officer of the Company or its businessto such effect. (b) The Each of the representations and warranties of the Company contained herein that are qualified as in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Company Material Adverse Effect), shall be true and correct, in all respects on and each case as of the Closing Date with the same force and effect Effective Time as though made on and as of the Effective Time, except (i) for such failures, individually or in the aggregate, to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the qualifications in (i) above; and each (iii) for changes expressly permitted as contemplated by the terms of the representations this Agreement, and warranties Parent shall have received a certificate signed on behalf of Company by a duly authorized officer of the Company that are not so qualified shall be true in all material respectsto such effect. (c) The From the date of this Agreement through the Effective Time, there (i) shall not have occurred any change in the financial condition, business or operations of Company and its Subsidiaries, taken as a whole, that would constitute a Company Material Adverse Effect and (ii) shall not have performed and complied occurred any change in all material respects with all covenantsthe capitalization of the Company from that set forth in Section 4.2, agreements, obligations and conditions other than as required by the terms of this Agreement to be performed or complied with by the Company at or prior to the ClosingAgreement. (d) There Company shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect provided to Parent on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Date, documentation evidencing Company’s compliance with its obligations set forth under Section 6.1(n). (e) On the Closing Date, there shall be no effective Order issued The number of shares of Company Common Stock held by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c). (g) The Company shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to holders who either (i) its Organizational Documents, have exercised their right to dissent and obtain payment for their shares or (ii) resolutions with respect retain the ability to the Merger adopted by its Members attached thereto, exercise such right to dissent and (iii) resolutions with respect to the authorization obtain payment shall not exceed 1.0% of the Note, and (iii) incumbency and signatures outstanding shares of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this AgreementCompany Common Stock. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at satisfaction or before waiver (where permissible) on or prior to the Closing, of each Closing Date by Parent of the following additional conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of the Company that are not so qualified contained in this Agreement (without giving effect to any materiality qualifications or limitations therein or any references therein to Company Material Adverse Effect) shall be true and correct, in all material respects.each case as of the Effective Time as though made on and as of the Effective Time, except (i) for such failures, individually or in the aggregate, to be true and correct that would not reasonably be expected to have a Company Material Adverse Effect; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the qualifications in (i) above; and (iii) for changes expressly permitted or contemplated by the terms of this Agreement, and Parent shall have received a certificate signed on behalf of the Company by a duly authorized officer of the Company to such effect; (cb) The the Company shall have performed and or complied in all material respects with all covenants, agreements, obligations agreements and conditions covenants required by this Agreement to be performed or complied with by the Company at on or prior to the Closing.Effective Time, and Parent shall have received a certificate signed on behalf of the Company by a duly authorized officer of the Company to that effect; (c) the Company shall have received, each in form and substance reasonably satisfactory to Parent, all third party consents necessary to consummate the Transactions, the failure of which to obtain would reasonably be expected to have a Company Material Adverse Effect; (d) There no event or events shall not have occurred, which, individually or in the aggregate, would reasonably be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could expected to have a Company Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company.Effect; (e) On the Closing Date, there Company shall be no effective Order issued by a court have executed the Certificate of competent jurisdiction restraining or prohibiting Merger for filing pursuant to SECTION 1.02 hereof with the consummation Secretary of State of the Merger.State of Delaware; (f) The the Company shall have delivered to Parent a certificate, dated the Closing Date, fully executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) Board Resignations and (c).Officer Resignations; (g) The there shall not be pending or threatened any suit, action, investigation or proceeding to which a Governmental Authority is a party (i) seeking to restrain or prohibit the 52 consummation of the Transactions or seeking to obtain from Parent or the Company any damages that are material or (ii) seeking to prohibit or limit the ownership or operation by Parent or the Company of any material portion of their respective businesses or assets; (h) Dissenting Shares shall comprise not more than 10% of the Company Common Stock outstanding immediately prior to the Effective Time; and (i) the Company shall have delivered to Parent amended that certain Product Purchase Agreement by and Merger Sub a certificate, dated between the Closing Date, executed by a duly authorized Member, certifying as Company and Alpharma to (i) its Organizational Documents, provide that the assignment and assumption of certain GPO contracts from the Company to Alpharma was in part and not in whole and (ii) resolutions obtain all third party consents associated with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization consummation of the Note, and (iii) incumbency and signatures of transactions contemplated by the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Product Purchase Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and to consummate the Merger Sub under this Agreement are subject to the satisfaction, at satisfaction or before the Closing, of each waiver of the following further conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each Each of the representations and warranties of the Company that are not so qualified contained in this Agreement shall be true true, complete and correct in all material respectsrespects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to such effect. (b) Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company setting forth the number of shares of Parent Common Stock that each stockholder of Company is to receive upon consummation of the Merger and the number of shares of Parent Common Stock issuable upon the exercise of options to purchase Company Common Stock. (c) The Company shall have performed and or complied in all material respects with all covenants, agreements, obligations and conditions covenants required by this Agreement to be performed or complied with by the Company at it on or prior to the ClosingEffective Time and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to that effect. (d) There Parent shall not be threatenedhave raised sufficient funds in order to meet its $14 million cash obligation (U.S. Dollars), instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits plus the consummation amount of the Merger, (b) could have a Material Adverse Effect on Parent’s ability aggregate capital paid in to exercise control over or manage the Company upon the exercise of Company Stock Options and Warrants from and after the Closing or (c) could have a Material Adverse Effect on the Companydate hereof until Closing, to Company shareholders at Closing. (e) On There shall have been no Company Material Adverse Effect since the Closing Date, there shall be no effective Order issued by a court date of competent jurisdiction restraining or prohibiting the consummation of the Mergerthis Agreement. (f) The Company No actions by any Governmental Entity or any other Person shall have delivered been instituted for the purpose of enjoining or preventing, or which question the validity or legality of, the transactions contemplated hereby and which would reasonably be expected to materially damage Merger Sub or Parent a certificate, dated or materially adversely affect the Closing Date, executed by a duly authorized Member certifying the fulfillment value of the conditions specified in Sections 7.02(a)Company Common Stock or its assets, (b) or the business or operations of the Company or Parent's ability to own and (c)operate the assets, business or operations of the Company if the transactions contemplated hereby are consummated. (g) The Company shall have delivered to Parent All consents, approvals and Merger Sub a certificatelicenses of any Governmental Entity or any third party (including, dated the Closing Datewithout limitation, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization any consent listed on Schedule 4.5 of the NoteCompany Disclosure Schedule) required in connection with the execution, delivery and (iii) incumbency and signatures performance of the persons who have executed this Agreement and any other documentsfor the Surviving Corporation to conduct the business of the Company in substantially the manner now conducted, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreementshall have been obtained. (h) All documents to be delivered by Dissenting Shares shall constitute not more than ten percent (10%) of the shares of the Company Common Stock outstanding immediately prior to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger SubEffective Time. (i) All Consents of all Third Parties and Governmental Authorities Parent shall have been obtained that are necessaryreceived shareholder agreements from all holders of 5,000 or more shares of Company Common Stock, as set forth in Annex A hereto, as applicable to their individual status, not to sell, transfer or otherwise dispose of their Parent stock for a period of six (6) months after the Closing in the opinion case of non-employees and twelve (12) months in the case of employees. Notwithstanding such shareholder agreements, Parent counsel, may in connection with (a) certain limited circumstances allow sales of its stock prior to the execution and delivery by the Company or (b) the consummation by the Company expiration of the Mergeraforesaid lockup periods, and copies but there is no requirement that it do so. The holders of all 5,000 or more shares of Company Common Stock shall also agree after the expiration of the lockup agreement not to dispose of their Parent stock other than through a broker specified by Parent or after full consultation with such Consents shall have been delivered to Parentbroker.

Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub under this Agreement are to effect the Merger is also subject to the satisfactionsatisfaction (or waiver in writing if permissible under applicable Law), at or before prior to the ClosingEffective Time, of each of the following conditions: (a) During (i) The representations and warranties of the period from Company contained in Section 3.2 (Capitalization) shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (ii) the representations and warranties of the Company contained in Section 3.1 (Corporate Organization), Section 3.3 (Authority), Section 3.9 (Broker’s Fees), Section 3.18 (State Takeover Laws) and Section 3.25 (Disclosure Documents) shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (iii) each of the representations and warranties of the Company contained in this Agreement (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or similar terms set forth therein) (other than those contained in the preceding clauses (i) and (ii)) shall be true and correct as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct as of such date), except where the failure to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate with respect to all such failures, a Company Material Adverse Effect. Parent and Merger Sub shall have received a certificate signed by the Chief Executive Officer or President and the Chief Financial Officer of the Company to such effect. (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate signed by the Chief Executive Officer or President and the Chief Financial Officer of the Company to such effect. (c) There shall not be pending or threatened any suit, action or proceeding, in each case, by any Governmental Authority or any third party, including any actions by one or more Company Stockholders, seeking damages or other amounts in connection with, or to restrain, preclude, enjoin or prohibit, the Merger or any of the other transactions contemplated by this Agreement; (d) Between the date of this Agreement and the Closing Date, there shall not have occurred any Circumstance which individually or in the aggregate with all other Circumstances has had or would reasonably be expected to have a Company Material Adverse Effect on Effect. Parent and Merger Sub shall have received a certificate signed by the Chief Executive Officer or President and Chief Financial Officer of Company or its business.to such effect; (b) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of the Company that are not so qualified shall be true in all material respects. (ce) The Company shall have performed and complied redeemed the Series B Preferred Stock in all material respects accordance with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing.Section 1.5; (df) There shall not have occurred and be threatenedcontinuing any general suspension of, instituted or pending limitation on trading in securities on NASDAQ (other than a shortening of trading hours or any Proceeding by coordinated trading halt triggered solely as a result of a specified increase or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have decrease in a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company.market index); and (eg) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company Parent shall have delivered received the opinion of King & Spalding LLP, counsel to Parent a certificateParent, dated the Closing Date, executed by to the effect that the Merger will be treated for United States federal income tax purposes as a duly authorized Member certifying reorganization within the fulfillment meaning of Section 368(a) of the conditions specified Code. In rendering such opinion, counsel to Parent shall be entitled to rely upon customary assumptions and representations provided by Parent and the Company that counsel to Parent reasonably deems relevant. (h) Parent shall have received the Mayo Non-Compete and Non-Solicit Agreement. (i) There shall not have occurred (i) a Security Breach which, either individually or collectively with all related breaches, has resulted in, or would reasonably be expected to result in, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties to the Company of more than $1,000,000 (a “Material Security Breach”) or (ii) any facts, circumstances or events that would reasonably be expected to result in a Material Security Breach. (j) Parent shall have received a properly executed statement, issued by the Company pursuant to Treasury Regulation Sections 7.02(a), (b1.897-2(h) and 1.1445-2(c)(3) dated no more than thirty (c30) days prior to the Closing Date and signed by an officer of the Company, and in form and substance reasonably satisfactory to Parent, certifying that interests in the Company, including shares of Company Common Stock, do not constitute “United States real property interests” under Section 897(c) of the Code, and the Company shall have provided notice to the IRS in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2). (gk) Parent shall have acquired one hundred percent (100%) of the Start Media Joint Venture pursuant to the terms and conditions set forth in the Start Media Purchase Agreement. (l) The Company shall have delivered obtained, in form and substance satisfactory to Parent Parent, the third party consents set forth on Schedule 7.2(l), and Merger Sub all such consents shall be in full force and effect at the Closing. (m) The Company shall have cancelled and terminated, in form and substance satisfactory to Parent, the third party agreements set forth on Schedule 7.2(m). (n) There shall not have occurred a certificate, dated material adverse change to the Closing Date, executed by a duly authorized Member, certifying as net debt or working capital amounts set forth in the Company Balance Sheet (except for changes related to (i) its Organizational Documentsthe Pipeline Transactions, (ii) payments by the Company under outstanding loan agreements, (iii) the redemption of the Series B Preferred Stock in accordance with this Agreement and (iv) the occurrence of capital expenditures by the Company, in each case, to the extent permitted by this Agreement). (o) The Company Board shall have adopted resolutions terminating, effective immediately prior to the Closing, the pension plan sponsored by the Company that is intended to meet the requirements of Section 401(k) of the Code (the “401(k) Plan”), and the Company shall have (i) taken all actions reasonably requested by Parent to ensure that the 401(k) Plan is in compliance with all applicable requirements of the Code and regulations thereunder for all periods through the date of its termination and is eligible to receive a favorable determination letter from the IRS with respect to its termination and (ii) submitted an application to the IRS under the Voluntary Compliance Program, following Parent’s review and approval of such application, to correct any operational failures identified by Parent with respect to the Merger adopted by its Members attached thereto, and (iii401(k) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this AgreementPlan. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfaction, at satisfaction or before the Closing, of each waiver (where permissible) of the following additional conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company contained herein that are qualified as to materiality in this Agreement shall be true in and correct (disregarding all respects on and qualifications or limitations as to “materiality” or “Company Material Adverse Effect” or other similar qualifiers set forth therein) as of the Closing Date with the same force and effect Effective Time as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, and each in which case as of such date), except where the failure of any such representations and warranties of the to be so true and correct has not had, and would not have, a Company that are not so qualified shall be true in all material respectsMaterial Adverse Effect. (cb) The Company shall have performed in all material respects the obligations, and complied in all material respects with all the agreements and covenants, agreements, obligations and conditions required by this Agreement to be performed by, or complied with by the Company by, it under this Agreement at or prior to the ClosingEffective Time. (c) No Company Material Adverse Effect shall have occurred since the date of this Agreement. (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company. (e) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (f) The Company shall have delivered to Parent a certificate, dated signed on behalf of the Closing DateCompany by the Chief Executive Officer and Chief Financial Officer of the Company (solely in his capacity as an officer of the Company without personal liability), executed by a duly authorized Member certifying as to the fulfillment satisfaction of the conditions specified in Sections 7.02(a6.2(a), (b) 6.2(b), and (c6.2(c). (ge) The Company shall have delivered received, on or prior to the Effective Time, an agreement acceptable to Parent and Merger Sub which shall waive, for a certificateperiod of not less than sixty days from the Effective Time, dated any rights the Closing Date, executed by lenders under the Credit Agreement may have (whether of acceleration or otherwise) as a duly authorized Member, certifying result of a Change of Control Event (as defined in the Credit Agreement) being deemed to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization have occurred as a result of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to transactions contemplated by this Agreement. (hf) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities The Contribution shall have been obtained consummated and DLJ shall have otherwise complied with each of its obligations under the Contribution Agreement; provided, however, that are necessaryParent’s obligation to consummate the Merger shall not be conditioned on the matters described in this clause (f) to the extent any breach by Parent under the Contribution Agreement or this Agreement has been the cause of, in or resulted in, the opinion failure of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered Contribution or DLJ’s failure to Parentcomply with its obligations under the Contribution Agreement.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company United and Promark contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of the Company United and Promark that are not so qualified shall be true in all material respects. (cb) The Company United and Promark shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company United and Promark at or prior to the Closing. (dc) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company United and Promark after the Closing or (c) could have a Material Adverse Effect on the CompanyUnited or Promark. (ed) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (fe) The Company United and Promark shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member officer of United and Promark certifying the fulfillment of the conditions specified in Sections 7.02(a10.2(a), (b) and (c). (gf) The Company Each of United and Promark shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Memberits Secretary, certifying as to (i) its Organizational Governing Documents, (ii) resolutions with respect to the Merger adopted by its Members board of directors and shareholders attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (hg) All documents to be delivered by the Company United and Promark to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (ih) All Consents of all Third Parties and Governmental Authorities Bodies shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company United and Promark or (b) the consummation by the Company United of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company United, Promark and a Majority of United Stockholders contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of the Company United, Promark and a Majority of United Stockholders that are not so qualified shall be true in all material respects. (cb) The Company United, Promark and a Majority of United Stockholders shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company United, Promark and a Majority of United Stockholders at or prior to the Closing. (dc) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage the Company United and Promark after the Closing or (c) could have a Material Adverse Effect on the CompanyUnited or Promark. (ed) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (fe) The Company United, Promark and a Majority of United Stockholders shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member officer of United and Promark and by each of said United Stockholders certifying the fulfillment of the conditions specified in Sections 7.02(a10.2(a), (b) and (c). (gf) The Company United shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Memberthe Secretary of United, certifying as to (i) its Organizational United’s Governing Documents, (ii) resolutions with respect to the Merger adopted by its Members United’s board of directors and shareholders attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (hg) All documents to be delivered by United and to be delivered by the Company United Stockholders to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger SubParent. (ih) All Consents of all Third Parties and Governmental Authorities Bodies shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by United, Promark and the Company United Stockholders of this Agreement or (b) the consummation by United and the Company United Stockholders of the Merger, and copies of all such Consents shall have been delivered to Parent. (i) Escrow Agent and the United Stockholders shall have executed and delivered triplicate originals of the Escrow Agreement to Parent. (j) The United Stockholders shall have delivered the Certificates and the United Optionholders shall have delivered the United Option Letters to the Escrow Agent. (k) Parent shall have completed the Merger Financing and received the proceeds thereof to enable Parent to deliver the Merger Consideration to the Escrow Agent.

Conditions to the Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub under this Agreement are to consummate the Merger is subject to the satisfaction, at or before the prior to Closing, of each of the following conditions: (a) During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business.Stock Option Redemption shall have been completed; (b) The representations and warranties (i) each of the Specified Company contained herein that are Representations, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such datematerial respects, and each of to the representations and warranties of the Company that are not extent so qualified shall be true in all respects, when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only to be true in all material respects.respects as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations could reasonably be expected to have a Company Material Adverse Effect; and (iii) Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (c) The the Company shall have performed and complied in all material respects with all covenantsits obligations under the Agreement, agreementsand Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; provided, however, that Parent and Merger Sub shall not be relieved of their obligations and conditions required by to consummate the Merger pursuant to this Agreement to be performed or complied with Section 7.02(c) solely as a result of a failure by the Company at or prior to perform its obligations under this Agreement that has been primarily and proximately caused by the Closing.actions of ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as an executive officer of the Company; (d) There Merger Sub shall have received gross proceeds of at least $15,000,000 on terms and conditions as set forth in the Debt Financing Letter or upon terms that are, in the reasonable judgment of Merger Sub, at least as favorable to Merger Sub as those set forth in the Debt Financing Letter; (e) there shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting (i) seeking to restrain or looking toward an Order prohibit Parent’s ownership or operation (or that (aof its Affiliates) restrains of all or prohibits the consummation any material portion of the Mergerbusiness, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, (bii) could have a Material Adverse Effect seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the Company’s shareholders, or (iii) seeking to require divestiture by, Parent, Merger Sub, or any of Parent’s ability to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company. (e) On the Closing Date, there shall be no effective Order issued by a court other Affiliates of competent jurisdiction restraining or prohibiting the consummation of the Merger.any equity interests; (f) The Company there shall have delivered not be in effect any Order that could reasonably be expected to Parent a certificateresult, dated the Closing Datedirectly or indirectly, executed by a duly authorized Member certifying the fulfillment in any of the conditions specified effects referred to in Sections 7.02(aclauses (i) through (iv) of Section 7.02(e), (b) and (c).; and (g) The Company there shall have delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall not have been obtained any fact, event, change, development or set of circumstances that are necessaryhas had, individually or in the opinion of Parent counselaggregate, in connection with (a) the execution and delivery by the a Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to ParentMaterial Adverse Effect.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger are subject to the satisfactionsatisfaction or, at or before the Closingif permitted by applicable Legal Requirements, of each waiver of the following further conditions: (a) During (i) the period from the date Company shall have performed in all material respects all of this Agreement its obligations hereunder required to be performed by it at or prior to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. Effective Time; (bii) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of the Company contained in this Agreement which is qualified as to materiality shall be true and correct and each such representation and warranty that are is not so qualified shall be true and correct in all material respects., in each case as of the date hereof and at and as of the Effective Time as if made at and as of such time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date; and (iii) Parent shall have received a certificate signed by an executive officer of the Company, respectively, to the foregoing effect; (b) there shall not have been instituted or be pending any action or proceeding having a reasonable likelihood of success by or before any Governmental Authority or a court of competent jurisdiction, nor shall there be in effect any judgment, decree or order of any Governmental Authority or court of competent jurisdiction, in either case, seeking to make materially more costly the Merger, or seeking to obtain material damages in connection with the Merger, or seeking to prohibit or limit materially Parent at any time after the Effective Time from exercising all material rights and privileges pertaining to its ownership of the Surviving Corporation to the full extent permitted by applicable Legal Requirements or the ownership or operation by Parent or any of its subsidiaries of all or any portion of the business or assets of the Surviving Corporation, Parent or any of their subsidiaries, or seeking to compel the Surviving Corporation, Parent or any of their subsidiaries to dispose of or hold separate all or any portion of the business or assets of the Surviving Corporation, Parent or any of their subsidiaries, as a result of the Merger; (c) The Company the documents providing for the Redemption and the exercise of the options described in Section 2.01 shall have performed be reasonably satisfactory to Parent and complied its counsel and shall in all material respects with all covenants, agreements, obligations any event include an acknowledgement of the deduction and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing.withholding described in Section 2.07; (d) There the Parent shall not be threatenedhave received an opinion of Reinman, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation of the MergerMatheson, (b) could have a Material Adverse Effect on Parent’s ability ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, PA, counsel to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the Company., covering such matters as are listed in Exhibit 7.02(d); (e) On the Closing DateParent shall have received an opinion of ▇▇▇▇, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., counsel to the consummation of the Merger.ESOP, covering such matters as are listed in Exhibit 7.02(e); (f) The Company Parent and each of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Day, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Shverak, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c).entered into mutually acceptable employment agreements; and (g) The Company shall have delivered furnished to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, certification in the form required by Treasury Regulation Section 1.1445-2(c)(3) that the capital stock of the Company is not a "United States real property interest"; and (ii) resolutions with respect as agent for the Company, a form of notice to the Merger adopted by its Members attached thereto, and (iiiInternal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2) resolutions along with respect written authorization for Parent to deliver such notice form to the authorization Internal Revenue Service on behalf of the Note, and (iii) incumbency and signatures of Company upon the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this AgreementClosing. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (i) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and the Merger Sub under this Agreement are to effect the Merger is subject to the satisfactionsatisfaction (or, at to the extent permitted under applicable law, waiver by Parent and the Merger Sub) on or before prior to the Closing, of each Closing Date of the following conditions: (a) During Each of the period from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Effect on the Company or its business. (b) The representations and warranties of the Company CASH contained herein that are qualified as to materiality in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or CASH Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or CASH Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same force and effect as though made on at and as of such date, and each of the date (except those representations and warranties that address matters only as of a specified date, the Company that are not so qualified accuracy of which shall be true determined as of that specified date in all respects), and the contents of all Schedules shall be reasonably acceptable. (b) CASH shall have performed in all material respectsrespects all agreements, obligations and covenants required to be performed by CASH under this Agreement at or prior to Closing. (c) The Company approval of the Merger, in compliance with the CASH Charter Documents, and the DGCL, by CASH’s board of directors and holders of a majority of CASH Common Stock shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by the Company been obtained at or prior to the ClosingClosing and no holders shall have exercised any appraisal rights. (d) There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Authority requesting or looking toward an Order that (a) restrains or prohibits the consummation A certificate of the Merger, (b) could have good standing of CASH from its jurisdiction of incorporation dated a Material Adverse Effect on Parent’s ability date reasonably proximate to exercise control over or manage the Company after the Closing or (c) could have a Material Adverse Effect on the CompanyDate. (e) On the Closing DateParent shall have received such other certificates, there shall instruments and documents as may reasonably be no effective Order issued requested by a court of competent jurisdiction restraining or prohibiting the consummation of the MergerParent. (f) The Company CASH shall not have delivered to Parent a certificate, dated the Closing Date, executed by a duly authorized Member certifying the fulfillment of the conditions specified in Sections 7.02(a), (b) and (c)filed for protection under any applicable bankruptcy laws nor has any 3rd party commenced such an action against CASH. (g) The Company CASH shall have executed and delivered to Parent and Merger Sub a certificate, dated the Closing Date, executed by a duly authorized Member, certifying as to (i) its Organizational Documents, (ii) resolutions with respect to the Merger adopted by its Members attached thereto, and (iii) resolutions with respect to the authorization of the Note, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed each of the shareholders listed on Schedule 4.8(i) shall have signed and delivered at the Closing this Agreement acknowledging their duties and restrictions pursuant to this AgreementSection 4.8. (h) All documents to be delivered by the Company to Parent and Merger Sub at the Closing shall be reasonably satisfactory in form and substance to Parent and Merger Sub. (iliabilities aside from those listed on Schedule 5.1(l) All Consents of all Third Parties and Governmental Authorities shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by the Company or (b) the consummation by the Company of the Merger, and copies of all such Consents shall have been delivered satisfied prior to ParentClosing.