Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements).

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit BIndemnification Agreements, duly executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)Major Stockholder; (b) ReservedNoncompetition Agreements, duly executed by the Persons mutually agreed to by Parent and the Company; (c) Release Agreements, substantially in the form of Exhibit CC (the “Releases”), duly executed by Lev ▇. ▇▇▇▇▇▇the Persons mutually agreed to by Parent and the Company; (d) Noncompetition Agreement agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the agreements mutually agreed to by Parent and the Company in accordance with Section 4.6 (provided that with respect to any of such agreements to be amended that pertain to certain promises to grant Company Options, the Company may instead grant such promised Company Options in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇event that the intended recipient thereof declines to agree to amend such agreement); (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate duly executed on behalf of the Company by its Chief Executive Officer confirming the chief executive officer of the Company and containing the representation and warranty of the Company that the conditions set forth in Sections 6.1, 6.26.2 and 6.4 have been duly satisfied (the “Company Closing Certificate”); (f) a certificate (the “Merger Consideration Certificate”), 6.4 in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company by the chief executive officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing: (i) (A) the aggregate amount, as of immediately prior to the Closing, of all unpaid Company Transaction Expenses; (B) the Cash Amount; (C) the Adjusted Transaction Value; (D) the Fully Diluted Company Share Number; (E) the Per Share Escrow Amount; (F) the Per Share Expense Amount and (G) the Per Share Amount; (ii) with respect to each Person who is a stockholder of the Company immediately prior to the Effective Time: (A) the name and address of record (including email address, if available) of each such stockholder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such stockholder; (C) the consideration that each such stockholder is entitled to receive pursuant to Section 1.5 (on a certificate-by-certificate basis); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the Required shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(c); (E) the Pro Rata Share and the cash amount to be withheld as part of the Expense Amount with respect to the shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(d); (F) the Pro Rata Share and the total amount of Taxes to be withheld in accordance with Section 1.8(h) from the consideration that each such stockholder is entitled to receive pursuant to Section 1.5; and (G) the net cash amount to be paid to each such stockholder by the Payment Agent upon surrender of such stockholder’s Company Vote Stock Certificates in accordance with Section 1.8 (after deduction of any amounts to be withheld as part of the Escrow Amount and the Expense Amount by such stockholder and any Taxes to be withheld in accordance with Section 1.8(h)); (iii) with respect to each Outstanding Vested Option (after giving effect to any exercises of Options prior to the Effective Time): (A) the name and address of record (including email address, if available) of the holder thereof; (B) the exercise price per share and the number, class and series of dissenters' rights onlyshares of Capital Stock subject to such Outstanding Vested Option; (C) the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a) (on a grant by grant basis); (D) the Pro Rata Share and 6.5 the amount to be withheld as part of the Escrow Amount and the Expense Amount with respect to the shares of Capital Stock subject to such Outstanding Vested Option pursuant to Section 1.6(a); (E) the total amount of Taxes to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); and (F) the net cash amount to be paid to the holder of such Outstanding Vested Option (after deduction of amounts to be withheld as part of the Escrow Amount and the Expense Amount by such holder and any Taxes to be withheld in accordance with Section 1.8(h)) pursuant to Section 1.6(a); For clarity, it is understood and agreed that the foregoing references to “Pro Rata Share” may be presented on an aggregated basis by holder (i.e., the Merger Consideration Certificate will set forth the Pro Rata Share for each Effective Time Holder rather than further subdivide such Pro Rata Share amongst the particular grants of securities held by such holder). (g) the written resignations described in Section 4.10 of each officer and director of each Acquired Company; (h) the Certificate of Merger, duly executed by the Company; (i) written acknowledgments pursuant to which the Acquired Companies’ outside legal counsel and any financial advisor, accountant or any other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any fees, compensation or reimbursement from any Acquired Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that upon receipt of such total amount it will have been duly satisfied; andpaid in full and will not be owed any other amount by any Acquired Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (j) the written resignations FIRPTA Statement and the FIRPTA Notification executed by the Company; (k) the Pay Off Letters; and (l) certificates of all officers good standing (or equivalents thereof) from the Secretary of State of the State of Delaware and directors from positions each other jurisdiction set forth in Section 2.1(a) of the Disclosure Schedule as an officer and director of each to the good standing (or equivalent thereof) of the Acquired Corporations effective as Companies in such jurisdiction and payment of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)all applicable Taxes.

Agreements and Documents. Parent TPB shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of by the Company by its Chief Executive Officer confirming or Chief Financial Officer of SDI certifying that the conditions set forth in Sections 6.16.6(a), 6.27.1, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 7.2, 7.3, 7.4, and 6.5 7.7 have been duly satisfied; and; (jb) a letter of resignation and waiver, in form reasonably satisfactory to TPB, duly executed by each member of the written resignations board of all officers directors (or equivalent governing body) and directors from positions as an each officer of SDI and director of each of the Acquired Corporations its Subsidiaries, in each case, effective as of the Effective Time Time, evidencing the resignation of each such director and officer and waiving any and all Claims against SDI (it being understood other than Claims that such resignations by officers director or officer is entitled to indemnification under the Organizational Documents of, or any indemnification agreements with, SDI or its Subsidiaries); (c) evidence reasonably satisfactory to TPB that SDI has purchased the SDI D&O Tail Policy; (d) evidence reasonably satisfactory to TPB that SDI has paid in full all Indebtedness not included as Indebtedness on the Net Liabilities Estimate; (e) evidence reasonably satisfactory to TPB that the liquidator of Maidstone does not intend to take further action to pursue any claims or potential claims they had or might have had against SDI or any of its Subsidiaries or any of their respective directors, officers, employees, agents, or any other Person acting on their behalf with regard to the Company whose employment Management Agreement and any and all intercompany payments made between Maidstone, SDI and any Subsidiaries, or such documentation from the New York Liquidation Bureau that is reasonably acceptable to TPB; and (f) to the extent that certain License Agreement dated May 1, 2018 between SDI and Standard General L.P. (the “License Agreement”) does not expire in accordance with its terms or the Company or Parent following License Agreement is renewed, evidence reasonably satisfactory to TPB that the License Agreement has been terminated prior to the Effective Time shall be and that SDI has no continuing shall not constitute a 45. 52 voluntary obligation or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)liability thereunder.

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" assignment of the Company (as that term is used Units executed by the Seller and a copy of the membership ledger evidencing the assignment of the Company Units in Rule 145 under the Securities Act)favor of Purchaser; (b) Reserved; (c) Release an Escrow Agreement in the form of Exhibit C, executed by Lev the Seller and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) the Closing Consideration Certificate; (e) a payoff letter, in form and substance reasonably satisfactory to Purchaser, from Heartland to Purchaser, the Seller and the Acquired Companies setting forth the amount necessary to repay in full all of the obligations of Seller and the Acquired Companies owing to Heartland and including a release of all of the Encumbrances existing in favor of Heartland in and to the assets of the Seller and the Acquired Companies (the “Heartland Payoff Letter”), together with termination statements and other documentation evidencing the termination by Heartland of its Encumbrances in and to the properties and assets of the Seller and the Acquired Companies. (f) a legal opinion of ▇. ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, in substantially the form attached hereto as Exhibit D; (dg) Noncompetition Agreement FIRPTA documentation, including FIRPTA Notification Letters, in substantially the form of attached hereto as Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLPE-1 and Exhibit E-2, dated as of the Closing Date and addressed to Parent executed by the Seller and the CompanyAgri-Energy L.P., reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECrespectively; (h) a legal opinion the bills of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date sale and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to other documents referenced in Section 5.121.6(b); (i) a certificate executed on behalf evidence that the Second Member Control Agreement of the Company by its Chief Executive Officer confirming dated August 19, 2003 shall have been terminated with no liability to the Company; (j) evidence that all Contracts between the Company and any other Acquired Company or the Seller shall have been terminated with no liability or obligation to the Company; (k) an Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit F; (l) Written Action of the Board of Governors of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (m) Written Action of Seller as sole member of the Company authorizing this Agreement, the Related Agreements and the Contemplated Transactions; (n) documentation necessary, in Purchaser’s sole discretion, to confirm that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to Seller owns 100% of the Required Company Vote exercise equity interests of dissenters' rights only) and 6.5 have been duly satisfiedthe Company; and (jo) such other documents, instruments and certificates as Purchaser may reasonably request no later than five Business Days prior to the written resignations Closing for the purpose of all officers and directors from positions as an officer and director of each of consummating the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Contemplated Transactions.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements a certificate of the Company’s Secretary in form and substance reasonably acceptable to Parent, attesting to, and attaching thereto: (i) the form Company’s articles of Exhibit Bincorporation as in effect at the time of the Closing, (ii) the Company’s bylaws as in effect at the time of the Closing; (iii) the incumbency of the Company’s officers executing this Agreement and the other agreements and documents executed by each Person who could reasonably be deemed to be an "affiliate" in connection with the Merger, (iv) resolutions of the board of directors and stockholders of the Company authorizing the consummation of the Merger and the transactions associated therewith, and (as that term v) a good standing certificate with respect to the Company from the Secretary of State of the State of Delaware and any other jurisdiction in which the Company is used in Rule 145 under qualified to do business, dated no more than five (5) days prior to the Securities Act)Closing; (b) Reservedwritten evidence of termination of the Company Stockholder Agreements (i.e., signatures of the Company and the other parties to such Company Stockholder Agreements that are required for termination); (c) Release an executed payoff letter from all lenders with respect to Company Debt, addressed to Parent and in form and substance reasonably satisfactory to Parent, and validly executed termination statements under the form Uniform Commercial Code and any other applicable Legal Requirement, in recordable form, and other instruments as may be reasonably requested by Parent, in each case, evidencing the extinguishment of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇all security interests and other Encumbrances related to the Company or any of its assets; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇License Agreement; (e) a an executed payoff letter from PricewaterhouseCoopers LLPcounsel to the Company, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance reasonably satisfactory to Parent, updating confirming receipt of all amounts owed by the "comfort" letter referred Company to such counsel in Section 5.13respect of the transactions contemplated hereby and agreeing that the Company does not owe any further amounts to counsel to the Company; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company to the extent requested by Parent, effective as of the Effective Time Time; and (it being understood that g) such resignations other certificates and agreements as reasonably requested by officers Parent and delivered by or on behalf of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements at Closing, in form and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)substance reasonably acceptable to Parent.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements fully executed escrow agreement to be entered into with the Escrow Agent setting forth the terms of the Trust Shares and the Escrow Shares (the “Escrow Agreement”) in the form of attached hereto as Exhibit BE, executed by each Person who could reasonably be deemed to be an "affiliate" which shall contain, without limitation, provisions regarding the following: (i) the allocation of the Company Trust Shares to the Sellers and Former Option Holders in accordance with Schedule A and (as that term is used in Rule 145 under ii) the Securities Act);release of the Escrow Shares on the first anniversary of the Closing Date. (b) Reservedamended Employment Agreements and Nondisclosure Agreements executed by the Founders (to reflect the terms of the letter exchanged between the Parties on the date hereof); (c) Release confidential invention and assignment agreements, reasonably satisfactory in the form of Exhibit Cand content to Parent, executed by Lev ▇. all employees of the Target Companies and by all consultants and independent contractors to the Company and Target Companies who have not already signed such agreements; (d) legal opinion from Gross, Kleinhendler, Hodak, Halevy and ▇▇▇▇▇▇; ▇▇▇ (d) Noncompetition Agreement “Company Israeli Counsel”), in the form attached hereto as Exhibit F, and addressed to the Parent and dated as of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇the Closing Date; (e) a letter from PricewaterhouseCoopers LLPcertificate executed by: (i) two officers of the Target Companies), dated (ii) the Sellers and (iii) each Founder and on behalf of each Seller, all certifying that each of the representations and warranties set forth in Section 2 is accurate in all material respects as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of if made on the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 Section 6 have been duly satisfiedsatisfied (the “Company Closing Certificate”); (f) Lock-up agreements executed by the Sellers in the form and substance reasonably satisfactory to counsel for Parent which shall contain terms and conditions standard and customary in transactions of this nature, including a six (6) month restriction on the sale, pledge, assignment, transfer or disposition of Ordinary Shares by such Seller; (g) written resignations of all directors of the Target Companies including from any committee thereof, effective as of the Closing Date; and (jh) certificates representing all of the Target Shares accompanied by share transfer deeds duly executed for transfer to the Parent by the Seller. (i) written resignations of all officers and directors waivers from positions as an officer and director of each of the Acquired Corporations effective as Former Option Holders of any right to acquire shares of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Israeli Target Company's obligations under the Change of Control Agreements).

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) Affiliate Agreements a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the form Closing of Exhibit Bnot less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iii) a certificate duly executed by each Person who could reasonably be deemed Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to be the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an "affiliate" officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as that term is used necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in Rule 145 under form and substance reasonably acceptable to Purchaser and shall have been provided by the Securities ActCompany to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (bvii) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date Date, a duly completed and addressed to Parent executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the CompanyCode, reasonably satisfactory acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to ParentPurchaser, updating certifying as to the "comfort" letter referred to in Section 5.13terms and effectiveness of the Company Certificate of Formation and the Company Operating Agreement and the resolutions of the manager of the Company approving this Agreement and the transactions contemplated hereby; (fix) a letter from PricewaterhouseCoopers LLPan Assignment Agreement, dated as of duly executed by each Seller; (x) the Invention Assignment Agreement, duly executed by Fox; (xi) the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" Consideration Certificate in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied1.05; and (jxii) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment Closing Bonus Schedule in accordance with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control AgreementsSection 5.07(c).

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit BSupport Agreements, duly executed by each Person who could reasonably be deemed to be an "affiliate" stockholders holding 95% of the Company (as that term is used in Rule 145 under Outstanding Capital Stock of the Securities Act)Company; (b) ReservedRestrictive Covenants Agreements, duly executed by each Person identified on Schedule 6.6(b); (c) Equity Release in the form of Exhibit CAgreements, duly executed by Lev ▇. ▇▇▇▇▇▇each Specified Person; (d) Noncompetition Agreement agreements, in form and substance reasonably satisfactory to Parent, terminating or amending the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇agreements identified on Schedule ‎ 4.6 in accordance with Section 4.6; (e) a letter certificate duly executed on behalf of the Company by the chief executive officer of the Company and containing the representation and warranty of the Company that the conditions set forth in Sections 6.1 through 6.5 and 6.7 through 6.10 have been duly satisfied (the “Company Closing Certificate”); (f) a spreadsheet, in form and substance reasonably satisfactory to Parent, containing the following information, together with a certificate duly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company, containing the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing in accordance with this Agreement and the Certificate of Incorporation (such spreadsheet, the “Merger Consideration Spreadsheet” and such accompanying certificate, the “Merger Consideration Spreadsheet Certificate”): (i) (A) the Closing Cash Amount; (B) the aggregate amount of all Company Transaction Expenses, together with a breakdown thereof (including the aggregate dollar amount of any Expenses relating to the D&O Tail (including any premium payable for the D&O Tail) and any Employment Taxes); (C) the Closing Indebtedness Amount, together with a breakdown thereof; (D) the Accrued Tax Amount; (E) the Closing Working Capital Excess (if any); (F) the Closing Working Capital Shortfall (if any); (G) the Cash Consideration; and (H) the Parent Trading Price; (ii) with respect to each Person who is a stockholder of the Company immediately prior to the Effective Time or a Converted Award Holder: (A) the name and address of record of each such Person, including such Person’s email address, if available; (B) the number of shares of Outstanding Capital Stock of each class and series held by such stockholder (on a certificate-by-certificate basis and including certificate numbers), or in the case of a Converted Option Holder, the number of Options and exercise price for each Option, or in the case of a Converted RSU Holder, the number of RSUs; (C) the portion of the Cash Consideration and Initial Stock Consideration (including cash in lieu of fractional shares) that such Person is entitled to receive pursuant to Section 1.5(b) or 1.6 before deduction of any amounts in the Holdbacks and amounts to the Expense Fund attributable to such Person (in each case, on a certificate-by-certificate or award-by-award basis and in the aggregate); (D) the portion of the Holdbacks with respect to the shares of Outstanding Capital Stock or Converted Awards held by each such Person pursuant to Section ‎1.12 (determined on a certificate-by-certificate or award-by-award basis and in the aggregate); (E) the portion of the Expense Fund with respect to the shares of Outstanding Capital Stock or Converted Awards held by each such Person pursuant to Section ‎10.1(e) (determined on a certificate-by-certificate or award-by-award basis and in the aggregate); (F) the net amount of the portion of the Cash Consideration and Initial Stock Consideration to be paid or issued to such Person in accordance with Section 1.5(b) or 1.6 (after deduction of any amounts retained in the Holdbacks and the Expense Fund that are attributable to the shares of Outstanding Capital Stock or Converted Awards held by such stockholder); (G) whether any Taxes are to be withheld in accordance with Section 1.11(h) from PricewaterhouseCoopers LLPthe consideration that such Person is entitled to receive pursuant to this Agreement, including any portion thereof retained in the Holdbacks and the Expense Fund, and, if so, the jurisdiction(s) in which such withholding is required; and (H) such Person’s Indemnification Percentage; and (iii) with respect to each Noteholder: (A) the name and address of record of each such Noteholder, including such Noteholders’ email address, if available; (B) the aggregate dollar amount payable with respect to each Outstanding Company Note held by such Noteholder pursuant to the applicable Payoff Letter delivered by such Noteholder; (C) the cash consideration (including cash in lieu of fractional shares) that such Noteholder is entitled to receive pursuant to such Noteholder’s Note Surrender Agreement and Payoff Letter(s) before deduction of any amounts retained in the Expense Fund that are attributable to such Noteholder (in each case, on a note-by-note basis and in the aggregate); (D) the portion of the Holdbacks that is attributable to the Outstanding Company Notes held by each such Noteholder pursuant to Section ‎1.12 (determined on a note-by-note basis and in the aggregate); (E) the portion of the Expense Fund with respect to the shares of Outstanding Company Notes held by each such Noteholder pursuant to Section ‎10.1(e) (determined on a note-by-note basis and in the aggregate); (F) the portion of the Initial Stock Consideration to be issued to such Noteholder in accordance with such Noteholder’s Note Surrender Agreement and Payoff Letter(s); and (G) such holder’s Indemnification Percentage; and (iv) a funds flow spreadsheet, in form and substance reasonably satisfactory to Parent, showing: (A) the aggregate cash amount to be delivered by Parent to the Payment Agent at or promptly after the Effective Time pursuant to Section 1.11(a); (B) the cash amounts to be distributed by or on behalf of Parent to: (1) legal counsel and other service providers to the Acquired Companies; and (2) other recipients of payments in connection with the Contemplated Transactions; and (C) wire transfer instructions for each payment to be made by Parent or the Payment Agent reflected therein; (g) documentation, reasonably satisfactory to Parent, in support of the calculation of the amounts set forth in the Merger Consideration Spreadsheet; (h) the written resignations described in Section 4.10 of each individual who is an officer or director of each Acquired Company; (i) the Certificate of Merger, duly executed by the Company; (j) the FIRPTA Statement executed by the Company and evidence of the filing of the FIRPTA Notification; (k) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any compensation from any Acquired Company, in connection with this Agreement or any of the Contemplated Transactions, acknowledges: (i) the total amount of fees, costs and expenses of any nature that has been paid to such Person in connection with this Agreement or any of the Contemplated Transactions; (ii) the total amount of fees, costs and expenses of any nature that is payable to such Person in connection with this Agreement or any of the Contemplated Transactions; and (iii) that upon receipt of the amount referred to in clause “(ii)” above, such Person will have been paid in full and is not (and will not be) owed any other amount by any Acquired Company with respect to this Agreement or the Contemplated Transactions; (l) a USB drive or other digital media evidencing the documents that were Made Available to Parent, which shall indicate, for each document, the date that such document was first uploaded to the virtual data room established by the Company in connection with the Contemplated Transactions; (m) a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to Parent, certifying and attaching: (i) the Charter Documents of the Company; and (ii) the resolutions adopted by the Company’s board of directors and the resolutions adopted by the stockholders of the Company to authorize and adopt this Agreement, the Merger and the other Contemplated Transactions (including the stockholder approval referred to in Section 5.2, if applicable), and to waive all notice requirements under the Company’s certificate of incorporation applicable to the Merger and the other Contemplated Transactions; (n) (i) executed assignments and licenses of Intellectual Property and Intellectual Property Rights, and related releases, in each case in form and substance reasonably satisfactory to Parent, from each Company Associate identified on Schedule 6.6(n)(i); (ii) executed assignments in a form that is reasonably acceptable to Parent evidencing assignment to the applicable Acquired Company of all Registered IP owned or purported to be owned by such Acquired Company and evidence of recordation of such assignments with each appropriate Governmental Entity; and (iii) evidence reasonably satisfactory to Parent that each Domain Name and the like used by each of the Acquired Companies has been registered to the applicable Acquired Company; (o) the Closing Balance Sheet; (p) evidence of cancellation of all Equity Awards by action of the Board of Acquired Company, or Equity Award Termination Agreements, duly and timely executed pursuant to Section 1.6 by each individual who holds any Company Equity Awards; (q) Warrant Termination Agreements, duly executed by each individual who holds a Warrant; (r) Note Surrender Agreements, duly executed by each Noteholder; (s) the Payoff Letters; (t) evidence reasonably satisfactory to Parent that the Company has terminated the Company Benefit Plans referred to in Section 4.5; (u) Release Agreements, in substantially the form of Exhibit D (the “Releases”), dated as of the Closing Date and addressed to Parent and duly executed by: (i) stockholders holding 95% of the Outstanding Capital Stock of the Company, reasonably satisfactory in form ; (ii) each individual who is a director or officer of any Acquired Company; and substance to Parent, updating (iii) each member of senior management of the "comfort" letter referred to in Section 5.13Company; (fv) a letter from PricewaterhouseCoopers LLP, dated as evidence reasonably satisfactory to Parent of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any purchase of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" D&O Tail in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECSection 4.13; (gw) a letter from Ernst & Young LLPInvestor Suitability Documentation, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECduly executed by each Effective Time Holder who is not an Unaccredited Investor; (hx) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of an IRS Form W-9 or applicable IRS Form W-8, duly executed by the Closing Date Securityholders’ Agent and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12)each Noteholder; (iy) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect joinder to the Required Company Vote exercise of dissenters' rights only) Registration Rights and 6.5 have been Lock-up Agreement, duly satisfiedexecuted by each Effective Time Holder; and (jz) the written resignations of all officers and directors from positions as an officer and director of each evidence reasonably satisfactory to Parent of the Acquired Corporations effective as execution and continued effectiveness of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreementscertain release agreement described on Schedule 6.6(z)...

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Key Holders shall have entered into employment agreements with Company (as that term is used with customary terms and conditions acceptable to Parent, and such employment agreements shall be in Rule 145 under the Securities Act)full force and effect; (b) ReservedNoncompetition Agreements, with customary terms and conditions acceptable the Parent, duly executed by each of the Key Holders; (c) Release in a General Release, with customary terms and conditions acceptable to the form of Exhibit CParent, duly executed by Lev ▇. each of the Key Holders; (d) a legal opinion, with customary terms and conditions acceptable to Parent from Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇P.C.; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its the Chief Executive Officer confirming of the Company containing the representation and warranty of the Company that the conditions set forth in Sections 6.1Section 7.1, 6.27.2, 6.4 7.3 and 7.7 have been duly satisfied (the “Company Closing Certificate”); (f) a certificate of merger in a form reasonably satisfactory to Parent and the Company, duly executed by the Company; (g) a certificate (the “Merger Consideration Certificate”), duly executed on behalf of the Company by the Chief Executive of the Company, containing the following information and the representation and warranty of the Company that all of such information is true and accurate as of the Closing: (i) the aggregate amount of Deductible Transaction Expenses paid or payable (including any Deductible Transaction Expenses that will become payable after the Effective Time with respect to services performed or actions taken prior to the Required Effective Time); (ii) the name and address of record of each Person who is a stockholder of the Company Vote exercise immediately prior to the Effective Time or who held Company Options or Company Warrants that were canceled or repurchased by the Company immediately prior to the cancellation of dissenters' rights onlysuch Company Option or Company Warrant; (iii) the number and 6.5 have class of securities held by each such individual immediately prior to the Effective Time; (iv) the number of shares of Parent Common Stock to be heldback by Parent and contributed to the Holdback Fund; the number of shares of Parent Common Stock or cash that each such individual will be entitled to receive pursuant to Section 1.6, 1.7 or 1.8 and Exhibit C if and when the Development Milestone occurs and the corresponding Milestone Consideration is earned pursuant to the terms of this Agreement; (h) written acknowledgments pursuant to which the outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (A) the total amount of fees, costs and expenses of any nature that is payable or has been duly satisfiedpaid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (B) that it has been paid in full and is not (and will not be) owed any other amount by the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (i) written resignations of each officer and director of the Company, effective as of the Effective Time; and (j) the written resignations a questionnaire filled by each holder of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of Shares outstanding immediately prior to the Effective Time (it being understood Time, indicating in a manner satisfactory to Parent, that such resignations by officers holder is an Accredited Investor as defined in Rule 501 of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" Regulation D promulgated under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Securities Act.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements affiliate agreements in the form of Exhibit B, executed by each Person who could and substance reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed acceptable to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating executed by the "comfort" letter referred to persons specified in Section 5.135.7; (fb) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date confidential invention and addressed to the Companyassignment agreements, reasonably satisfactory in form and substance content to Parent and Ernst & Young LLPParent, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any executed by each of the stockholders or affiliates current employees of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECCompany; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (ic) a certificate executed on behalf of the Company by its Chief Executive Officer confirming President, certified as to the President’s title by its Secretary, certifying that each of the representations and warranties set forth in Section 2 is accurate in all respects as of the Closing Date as if made on the Closing Date and certifying that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 6.3, 6.6, 6.8, 6.9 and 6.5 6.10 have been duly satisfiedsatisfied (the “Company Closing Certificate”); (d) a legal opinion of ▇▇▇▇▇▇▇▇▇ Advokatbyra, dated as of the Closing Date, to the effect that: (i) Neonode AB has been duly incorporated and is validly existing as a corporation in good standing under the laws of Sweden with requisite corporate power to own or lease, as the case may be, and to operate its properties and conduct its business as currently conducted; (ii) the Company is the sole record owner of all outstanding shares of Neonode AB and that the issuance of such shares to the Company was made in compliance with Swedish law; (iii) to such firm’s knowledge, there are no options, warrants, conversion privileges, preemptive rights or other rights presently outstanding to purchase any of the authorized but unissued capital shares of Neonode AB; (iv) to such firm’s knowledge, there is no action, suit or proceeding by or before any court or other governmental agency, authority or body or any arbitrator pending or overtly threatened by a third party against the Company or Neonode AB or its properties of a character required by the terms of this Agreement to be disclosed in the Company Disclosure Schedule that is not disclosed in the Disclosure Schedule (a) The execution and delivery of the Merger Agreement and the Loan Conversion Agreement, and (b) the consummation of the Merger and the transactions contemplated by the Loan Conversion Agreement will not result in a breach or violation of (i) the charter or bylaws of Neonode AB, (ii) the terms of any Company Material Contract; or (iii) any Swedish statute, law, rule, or regulation that in such firm’s experience is typically applicable to transactions of the nature contemplated by this Agreement and is applicable to the Company or Neonode AB, or any order, writ, judgment, injunction, decree, or award that has been entered against the Company or Neonode AB and of which such firm is aware; (vi) a legal opinion of ▇▇▇▇ & Hessen LLP, dated as of the Closing Date, to the effect that (a) the Company Stockholder Approval has been obtained and (b) to such firm’s knowledge, there are no options, warrants, conversion privileges, preemptive rights or other rights presently outstanding to purchase any of the authorized but unissued shares of capital stock of the Company; and (je) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control executed Loan Conversion Agreements).

Agreements and Documents. Parent BackWeb shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form Copies of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" resolutions of the Company (as that term is used in Rule 145 under Board of Directors of Seller, authorizing the Securities Act);execution, delivery and performance of this Agreement and the transactions contemplated hereby. (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement The Employment Agreements in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇the individuals identified on Exhibit C; (ec) a letter from PricewaterhouseCoopers LLPNon-competition Agreements in the form of Exhibit E, dated as of executed by the Closing Date individuals identified on Exhibit C; (d) confidential invention and addressed to Parent and the Companyassignment agreements, reasonably satisfactory in form and substance content to ParentBackWeb, updating executed by all of the "comfort" letter referred Seller's (1) employees, (2) former employees, (3) consultants and independent contractors, and (4) former consultants and former independent contractors that work or have worked in the Business who have not already signed such agreement; provided that no such agreements will be required of the Persons identified in clauses (2), (3) and (4) whose jobs or services provided did not materially relate to in Section 5.13the Purchased Assets; (fe) a letter from PricewaterhouseCoopers LLP, dated as of fully executed Escrow Agreement (the Closing Date and addressed to the Company, reasonably satisfactory "ESCROW AGREEMENT") in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form to counsel for BackWeb and substance to Parentcounsel for the Seller, to which shall contain, without limitation, provisions regarding the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); following: (i) a certificate executed on behalf the release of the Company by its Chief Executive Officer confirming Escrow Payment and of $1,350,000 worth of shares of the Escrow Shares upon the termination of a twelve (12) month period commencing on the Closing Date, provided that (a) the conditions set forth Purchaser has successfully retained the services of the Key Employees for such period (unless either of the Key Employees has become incapacitated at any time following the Closing, in Sections 6.1, 6.2, 6.4 (which case this condition shall be deemed to have been satisfied with respect to such Key Employee), and (b) no claim for indemnification has been filed (unless being already settled) with the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfiedEscrow Agent during such period; and (jii) the written resignations of all officers and directors from positions as an officer and director of each release of the Acquired Corporations effective as remaining $1,550,000 worth of shares of the Effective Time (it being understood that such resignations by officers Escrow Shares upon termination of a 24 month period commencing on the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements).Closing Date, provided that

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit BEscrow Agreement, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under Shareholders’ Representative and the Securities Act)Escrow Agent; (b) Reserved; (c) Release a Noncompetition Agreement in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇each individual identified on Schedule 6.9(b); (dc) Noncompetition Agreement a Release in the form of Exhibit D, dated as of the Closing Date, executed by Lev ▇. ▇▇▇▇▇▇each Key Shareholder and each officer and director of the Company; (d) the Audited 2003 Financial Statements; (e) a letter from PricewaterhouseCoopers LLPagreements, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating terminating the "comfort" letter referred to in Section 5.13Acquired Corporation Contracts identified on Schedule 5.5; (f) the statement and notice referred to in Section 5.6, executed by the Company; (g) a letter from PricewaterhouseCoopers legal opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, counsel to the Company, dated as of the Closing Date Date, in substantially the form of Exhibit E and addressed containing no exceptions, assumptions or qualifications that are not customarily included in legal opinions relating to transactions similar to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECMerger; (h) a legal opinion of Coolthe Closing Payment Schedule, accompanied by detailed supporting documentation reasonably satisfactory to Parent (including written confirmations from ▇▇▇▇ ▇▇▇ward LLP dated ▇ ▇▇▇▇ & Freidenrich LLP, KPMG LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and RBC Capital Markets as of to all amounts paid, owed and to be owed by each Acquired Corporation with respect to services performed by them through the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12Date); (i) the Closing Option Schedule, accompanied by detailed supporting documentation reasonably satisfactory to Parent; (j) a certificate certificate, executed on behalf of the Company by its Chief Executive Officer confirming an officer of the Company, containing the representation and warranty of the Company that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 6.3, 6.4, 6.6, 6.7, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.5 6.15 have been duly satisfied; and (jk) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Corporations, effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Time.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit BC-1, executed by each the Persons identified on Exhibit C-2 and by any other Person who could Parent reasonably be deemed deems to be an "affiliate" of the Company (as that term is used in Rule 145 under for purposes of the Securities Act); (b) Reserved; (c) Release in the form a legal opinion of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers ▇ Godward LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to ParentDate, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP such counsel may rely upon the tax representation letters referred to in Section 5.125.3);. (c) written resignations of all directors of the Company, effective as of the Effective Time, and a General Release in the form of Exhibit E-1 shall have been executed and delivered to Parent by each director and officer of the Company; (id) an Escrow Agreement in the form of Exhibit B, executed by the Company Shareholders' Representative and the Escrow Agent; (e) a certificate executed certificate, dated as of the Closing Date, signed on behalf of the Company by its the Chief Executive Officer confirming and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) Section 6.1 and 6.5 Section 6.2 have been duly satisfiedsatisfied (the "Company Compliance Certificate"); (f) a legal opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ (acquisition counsel to the Company) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, corporate and securities counsel to the Company, in the form of Exhibit G; (g) a consolidated balance sheet of the Company dated as of the Closing Date (the "Closing Balance Sheet"), which presents fairly, in all material respects, the financial condition of the Company on the Closing Date in conformity with GAAP, and reflects no indebtedness, including guarantees, other than trade payables incurred in the Ordinary Course of Business (provided that during the Pre-Closing Period the Company continues to pay its trade and other payables in accordance with its payment practices prior to the date of this Agreement) and other than short-term indebtedness for borrowed money drawn from the Company's existing revolving line of credit for the sole purpose of funding working capital requirements in proportion to accounts receivable growth in excess of historical growth rate for the Company's accounts receivable; (h) a certificate executed by the Chief Financial Officer of the Company certifying the Fully Diluted Company Share Amount and the Company Common Share Amount; and (ji) a certificate, dated as of the written resignations Closing Date, signed by the Secretary of all officers the Company (i) attaching copies of the Articles of Incorporation and directors from positions as an officer Bylaws, and director any amendments thereto, of each of the Acquired Corporations effective as Corporations, (ii) attaching a good standing certificate of each of the Effective Time Acquired Corporations, duly certified by the applicable Governmental Authority of the state of organization of the applicable Acquired Corporation, (it being understood iii) certifying that such resignations attached thereto are true and correct copies of action by written consent or resolutions duly adopted by the Board of Directors and shareholders of the Company which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby, (iv) certifying that there are no proceedings for the dissolution or liquidation of any of the Acquired Corporations and (v) certifying the incumbency, signature and authority of the officers of the Company whose employment with the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or Parent following the Effective Time shall agreements related thereto executed or to be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of executed by the Company's obligations under the Change of Control Agreements).

Agreements and Documents. Parent Netivation shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements a legal opinion from counsel for ▇▇▇▇▇▇, USCH and the Stockholders, substantially in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)EXHIBIT E1; (b) Reserved; (c) Release Consulting Agreements, substantially in the form forms of Exhibit CEXHIBIT F1 and F2, executed by Lev ▇. ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (dc) Noncompetition Agreement the Escrow Agreement, substantially in the form of Exhibit D, EXHIBIT G; (d) a Tax Representation Letter executed by Lev ▇. ▇▇▇▇▇ and USCH; (e) a Prospective Offeree Questionnaire substantially in the form of EXHIBIT H executed by each Stockholder; (f) written resignations of all officers and directors of USCH, effective as of the Closing Date; (g) a certificate executed by each of the Stockholders containing the representation and warranty of each such Stockholder that (i) each of the representations and warranties made by ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated USCH and the Stockholders in this Agreement is accurate in all material respects as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of if made on the Closing Date and addressed to (ii) the Company, reasonably satisfactory conditions set forth in form and substance to Parent and Ernst & Young LLP, to this Section 6 have been duly satisfied (the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Stockholders' Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a Certificate"pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC); (h) a legal opinion of Cool▇▇ certificate executed by ▇▇▇ward LLP dated ▇▇▇ and USCH containing the representation and warranty of ▇▇▇▇▇▇ and USCH that (i) each of the representations and warranties made by ▇▇▇▇▇▇ and USCH in this Agreement are accurate in all material respects as of the Closing Date as if made on the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (iii) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 this Section 6 have been duly satisfied; and (ji) such other documents, to the written resignations extent such documents are reasonably available or should be reasonably available, as Netivation may reasonably request in good faith for the purpose of all officers and directors from positions as an officer and director of each of (i) evidencing the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights accuracy of any officer representation or warranty made by ▇▇▇▇▇▇, USCH or the Stockholders, (ii) evidencing the compliance by ▇▇▇▇▇▇, USCH or the Stockholders with, or the performance by ▇▇▇▇▇▇, USCH or the Stockholders of, any covenant or obligation set forth in this Agreement, (iii) evidencing the compliance with any applicable federal or state securities law, (iv) evidencing the satisfaction of any condition set forth in this Section 6 or (v) otherwise facilitating the Company consummation or performance of any of the Company's obligations under the Change of Control Agreements)Transactions.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements substantially in the form of Exhibit BE-2 (each, an "AFFILIATE AGREEMENT"), executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act);Persons identified on Exhibit E-1; -37- 44 (b) ReservedNoncompetition Agreements substantially in the form of Exhibit F-2 (each a "NONCOMPETITION AGREEMENT"), executed by the individuals identified on Exhibit F-1; (c) Release Proprietary information and inventions agreements, reasonably satisfactory in the form of Exhibit Cand content to Parent, executed by Lev ▇. ▇▇▇▇▇▇all employees and former employees of the Company and by all consultants and independent contractors and former consultants and former independent contractors to the Company who have not already signed such agreements (including the individuals identified in Part 2.9(f) of the Company Disclosure Schedule); (d) Noncompetition Agreement the statements referred to in the form of Exhibit DSection 6.7, executed by Lev ▇. ▇▇▇▇▇▇each of the Shareholders; (e) a letter from PricewaterhouseCoopers LLPlegal opinion of Venture Law Group, counsel to the Company and the Shareholders, dated as of the Closing Date and addressed to Parent and Date, substantially in the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13of Exhibit G; (f) a letter from PricewaterhouseCoopers LLPLLC, dated as of the Closing Date and addressed to Date, confirming that Parent may account for the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being Merger as a "poolable entitypooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 16, and all published rules, regulations and policies of the SEC; (g) a letter from Ernst Deloitte & Young Touche LLP, dated as of the Closing Date Date, confirming that no transaction entered into by the Company, and addressed to Parent, reasonably satisfactory in form and substance to Parent, no other fact or circumstance relating to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that Company, will prevent Parent from accounting for the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion certificate executed by the President and Chief Executive Officer of Cool▇▇ ▇▇▇ward LLP dated the Company that each of the representations and warranties set forth in Section 2 is accurate in all material respects as of the Closing Date as if made on the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within conditions set forth in Sections 7 have been duly satisfied in all material respects (the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12"COMPANY OFFICER'S CLOSING CERTIFICATE"); (i) a certificate executed written opinion from Thom▇▇ ▇▇▇s▇▇ ▇▇▇tners LLC, in a form satisfactory to the Board of Directors of Parent, stating that the issuance of the Merger Shares to the Shareholders is fair to Parent from a financial point of view; (j) A true, correct and complete schedule (the "SCHEDULES OF EXPENSES") of all Company Expenses paid or incurred by or on behalf of the Company or the Shareholders through the Closing Date, accompanied by its a certificate signed by the President and Chief Executive Financial Officer confirming that of the conditions set forth in Sections 6.1Company certifying the accuracy and completeness thereof, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 shall have been duly satisfied; anddelivered by the Company. (jk) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company, effective as of the Effective Time Time; (it being understood that such resignations l) a counterpart signature page to this Agreement executed by officers the Shareholders set forth on Schedule 7.5(l); (m) the Escrow Agreement substantially in the form of Exhibit D (the "ESCROW AGREEMENT") executed by the Shareholders' Agent; (n) the Investor Rights Agreement substantially in the form of Exhibit H (the "INVESTOR RIGHTS AGREEMENT") executed by the Shareholders; (o) the consent of the Company whose employment with holders of at least a majority of the outstanding "Registrable Securities" (as such term is defined in Section 2.1(b) of the Second Amended and Restated Investor Rights Agreement dated as of August 13, 1998 by and among Parent, Organic and the other shareholders of Parent listed on the signature pages thereto (the "EXISTING REGISTRATION RIGHTS AGREEMENT")) to the Parent's grant of registration rights to the Shareholders pursuant to the Investor Rights Agreement, as required by Section 2.14 of the Existing Registration Rights Agreement (the "CONSENT OF THE EXISTING REGISTRATION RIGHTS HOLDERS"); and (p) If requested by Parent, Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ll have executed an amendment of that certain License Agreement, dated as of February 27, 1997, between Stev▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ the Company or shall have executed a new license agreement, in each case, in form and substance reasonably satisfactory to Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of to ensure that the Company or has the absolute, royalty free and perpetual right to use, sublicense, transfer and modify the software program Hit List and any of the Company's obligations under the Change of Control Agreements)and all derivative works thereof and all modifications, enhancements and upgrades thereto.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements : Indemnification Escrow Agreement substantially in the form of Exhibit B6.5(a), executed by each Person who could reasonably be deemed to be an Parent, the Escrow Agent identified in Exhibit B, the Designated Stockholders and the Stockholders' Agent (the "affiliate" of the Company (as that term is used in Rule 145 under the Securities ActIndemnification Escrow Agreement"); (b) Reserved; (c) Release ; Voting Agreement substantially in the form of Exhibit C6.5(b), executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement the requisite number of Stockholders; fully executed offer letters from not less than four of the Company employees identified on Exhibit 5.6; confidential invention and assignment agreements, reasonably satisfactory in the form of Exhibit Dand content to Parent, executed by Lev ▇. ▇▇▇▇▇▇; (e) all employees of the Company and by all consultants and independent contractors to the Company to the extent that these employees, consultants and independent contractors have not already signed such agreements or such agreements signed by these employees, consultants and independent contractors are not effective; a letter from PricewaterhouseCoopers certificate delivered by the Company to Parent pursuant to which the Company represents and warrants to Parent that attached to such certificate are resolutions duly adopted by the unanimous consent of the Board of Directors and the requisite number of Stockholders of the Company adopting this Agreement and authorizing and approving the transactions contemplated by this Agreement; a legal opinion of Pillsbury Winthrop LLP, dated as of the Closing Date and addressed to Parent and Date, substantially in the Company, reasonably satisfactory in form and substance to Parent, updating of Exhibit 6.5(f); the "comfort" letter statement referred to in Section 5.13; (f) 5.7(a), executed by the Company substantially in the form of Exhibit 6.5(g); a letter from PricewaterhouseCoopers LLP, dated certificate executed by the Designated Stockholders and containing the representation and warranty of each Designated Stockholder that each of the applicable representations and warranties set forth in Section 2 is accurate in all respects as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of if made on the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.3 and 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the a written resignations resignation of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company, effective as of the Effective Time (it being understood that Time; Disbursement Agreement substantially in the form of Exhibit 6.5(j), requiring any Stockholder receiving Cash Consideration pursuant to this Agreement to surrender such resignations by officers Stockholder's Company stock certificate(s) in exchange for such disbursement, providing for the disbursement of the Company whose employment with fees and expenses identified in Section 5.9 and Schedule 5.9, and providing an acknowledgement by the Company Stockholder tendering such stock certificate(s) and receiving such disbursement that he, she or Parent following it is bound by this Agreement including, without limitation, the Effective Time requirement contained in Section 1.3(b) relating to the Indemnification Escrow Amount; and all Common Stock certificates of Stockholders shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)cancelled.

Agreements and Documents. Parent Terayon and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate fully executed Escrow Agreement (the "Escrow Agreement") in the form and substance reasonably satisfactory to counsel for Terayon and counsel for the Sellers, which shall contain, without limitation, provisions regarding the following: (i) the release of the Escrow Shares upon the termination of a one (1) year period commencing on the Closing Date, (ii) provisions enabling the Sellers' Representative to instruct the Escrow Agent as to the sale of the Escrow Shares (with the proceeds of such sale(s) to be deposited in the Escrow in lieu of the Escrow Shares), and (iii) such other terms and conditions as are standard and customary in transactions of this nature ; (b) employment and Non-Competition Agreements in the form of Exhibit BE, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reservedindividuals identified on Exhibit D; (c) Release confidential invention and assignment agreements, reasonably satisfactory in the form of Exhibit Cand content to Terayon, executed by Lev ▇. all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements; (d) a legal opinion of ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇ ▇▇▇▇▇▇▇ & Co., Law Offices, in form and substance reasonably satisfactory to counsel for Terayon, addressed to Terayon and dated as of the Closing Date; (e) a letter from PricewaterhouseCoopers LLP, dated certificate executed by the President of the Company (but without personal liability thereto) certifying that each of the representations and warranties set forth in Section 2 is accurate in all material respects as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of if made on the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 6.2 and 6.5 6.3 have been duly satisfiedsatisfied (the "Company Closing Certificate"); (f) written resignations of all directors of the Company, effective as of the Closing Date; (g) certificates representing the Shares accompanied by share transfer deeds duly executed for transfer in blank; and (jh) the written resignations of Option Holder Consent Letter and Counterpart Signature Pages, executed by all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Option Holders.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Escrow Agreement substantially in the form of Exhibit D, executed by Lev the Escrow Agent and the Stockholders’ Representative; (b) releases substantially in the forms of Exhibit F executed by each of the Company’s officers; (c) releases substantially in the form of Exhibit G executed by each of the Company’s directors; (d) Non-Competition Agreements substantially in the form of Exhibit C executed by each of the Key Employees; (e) written resignations of all officers of the Company, effective as of the Effective Time; (f) a certificate signed on behalf of the Company by the President and the Chief Financial Officer of the Company representing and warranting that the conditions set forth in Section 7.1, Section 7.2 and Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (g) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in the form of Exhibit H; (h) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Merger Consideration Spreadsheet; (i) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and Company Stockholders which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger (iv) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (v) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all Related Agreements executed or to be executed by the Company; (j) a Payoff Letter in the form of Exhibit I executed by Bridge Bank N.A. (the “Payoff Letter” and evidence reasonably satisfactory to Parent that Company has paid the amount set forth in the Payoff Letter in full; (k) evidence reasonably satisfactory to Parent that the Company has paid all Company Merger Costs payable to ▇▇▇▇▇▇▇ & Company, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, Houston Eliseeva, LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ and other advisor in full as of the Closing; (l) evidence reasonably satisfactory to Parent that the Commission Agreement by and between Axsun Technologies and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇;▇▇, dated March 12, 2008, has been terminated; and (em) a letter from PricewaterhouseCoopers LLPvalidly executed copy of all agreements, dated as of the Closing Date instruments, certificates and addressed to Parent and the Companyother documents, reasonably satisfactory in form and substance reasonably satisfactory to Parent, updating that are necessary or appropriate to evidence the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as release of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions liens set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights onlySchedule 7.6(m) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)hereto.

Agreements and Documents. Parent Buyer shall have received the following agreements and documents, each of which shall have been duly authorized, executed and delivered and shall be in full force and effecteffect at the Closing: (ai) Affiliate a services agreement in form and substance mutually satisfactory to the Stockholder and Buyer relating to the use of the Stockholder's network by the Company following the Closing and such other matters as may be mutually agreed upon by the parties; (ii) Retention Agreements from all Key Employees; (iii) releases in form and substance mutually satisfactory to the form of Exhibit BStockholder and Buyer, executed by each Person who could reasonably be deemed to be an "affiliate" the Stockholder and the officers and directors of the Company; (iv) a certificate of the Company's President and Chief Financial Officer dated as of the Closing executed on behalf of the Company (as to the effect that term is used the conditions set forth in Rule 145 under the Securities Act)Sections 9.1 and 9.2 have been satisfied; (bv) Reservedwritten resignations of all officers and directors of the Company, effective as of the Closing Date; (cvi) Release in the form valid and effective termination of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇agreements between the Company and the Stockholder; (dvii) Noncompetition Agreement in a certificate of corporate and tax good standing from the form Secretary of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇State of Delaware as of a recent date; (eviii) certificates of corporate and tax good standing from the Secretary of State of each jurisdiction in which the Company is qualified to do business; (ix) a letter from PricewaterhouseCoopers LLP, certificate of the Secretary or Assistant Secretary of the Stockholder dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); certifying: (i) a certificate executed on behalf that attached thereto are copies of the resolutions of the Board of Directors of the Stockholder and the Company by its Chief Executive Officer confirming that approving this Agreement and the conditions set forth in Sections 6.1, 6.2, 6.4 Company Ancillary Agreements and Stockholder Ancillary Agreements (with respect to the Required Company Vote exercise of dissenters' rights onlyas applicable) and 6.5 have been duly satisfied; and the transactions contemplated hereby and thereby and (jii) the written resignations of all officers names and directors from positions as an officer and director of each signatures of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with Stockholder and the Company or Parent following authorized to sign this Agreement, the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Company Ancillary Agreements and shall not effect in any manner any rights of any officer of Stockholder Ancillary Agreements (as applicable) and the Company other documents, instruments or any of the Company's obligations under the Change of Control Agreements)certificates to be delivered pursuant hereto and thereto.

Agreements and Documents. Parent Seller shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in a list, certified as accurate as of a date reasonably close to the form Closing Date, setting forth the names of Exhibit B, executed (i) the stockholders of Purchaser and the number of shares of capital stock owned of record by each Person who could reasonably be deemed such stockholder, and (ii) the names of all holders of rights to be an "affiliate" acquire shares of capital stock of Purchaser and the Company (as that term is used in Rule 145 under the Securities Act)type of security, number of shares, and purchase prices applicable to such securities; (b) Reserveda legal opinion from counsel for Purchaser, reasonably acceptable to Seller; (c) Release in the form of Exhibit C, a certificate executed by Lev Purchaser containing the representation and warranty that (i) each of the representations and warranties made by Purchaser in this Agreement are accurate in all material respects as of the Closing Date as if made on the Closing Date and (ii) the conditions set forth in this Section 6 have been duly satisfied; (d) a Schedule 6.5(d), certified as accurate as of the Closing Date listing all of Purchaser's material liabilities; (e) resignations of all of Purchasers current board directors, other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (df) Noncompetition Agreement an agreement in the form of Exhibit Dwriting, reasonably acceptable to Seller, executed by Lev ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇; ▇▇ ▇. ▇▇▇▇ in which ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ agree to lock up all shares of common stock of Purchaser owned by them as follows: (ei) a letter from PricewaterhouseCoopers LLP, dated as of all shares shall be locked up for the first 30 days after the Closing Date Date, and addressed to Parent and (ii) during the Companyfollowing 5 months, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter an aggregate of 150,000 shares shall be released from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC;lock up; and (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parentsuch other documents, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that extent such documents are reasonably available or should be reasonably available, as Seller may reasonably request in good faith for the Merger may be accounted for as a "pooling purpose of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf evidencing the accuracy of any representation or warranty made by Purchaser, (ii) evidencing the Company compliance by its Chief Executive Officer confirming that Purchaser with, or the conditions performance by Purchaser of, any covenant or obligation set forth in Sections 6.1this Agreement, 6.2(iii) evidencing the compliance with any applicable federal or state securities law, 6.4 (with respect to iv) evidencing the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights satisfaction of any officer condition set forth in this Section 6 or (v) otherwise facilitating the consummation or performance of the Company or any of the Company's obligations under the Change of Control Agreements)transactions contemplated by this Agreement.

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) Affiliate Agreements in the form of Exhibit B, a certificate duly executed by each Person who could reasonably of the Selling Shareholders and an executive officer of the Seller containing the representation and warranty of such Selling Shareholders and Seller that the conditions set forth in Sections ‎3.2(a), ‎3.2(b), ‎3.2(c), ‎3.2(d), ‎3.2(e)(ii) - ‎3.2(e)(x), ‎3.2(g) and ‎6.5 have been duly satisfied (the “Closing Certificate”); (ii) the Escrow Agreement, duly executed by the Seller, Selling Shareholders, Purchaser and the Escrow Agent; (iii) Purchaser shall have received a duly executed payoff letter from: (1) ▇▇▇▇▇ Fargo Bank, National Association in form satisfactory to Purchaser, containing: (1) the amounts required to effect the full repayment of Seller’s Indebtedness to ▇▇▇▇▇ Fargo Bank, National Association (excluding the loan provided to ADI Properties, LLC), (2) the wire transfer information of ▇▇▇▇▇ Fargo Bank, National Association, and (3) a confirmation that upon transfer of said funds to said account all Encumbrances on the Sold Assets in favor of ▇▇▇▇▇ Fargo Bank, National Association, will be deemed to be an "affiliate" of the Company (removed and canceled and that ▇▇▇▇▇ Fargo Bank, National Association will provide such further documentation as that term is used may be required in Rule 145 under the Securities Act)order to remove and cancel such Encumbrances; (b2) Reserved; ▇▇▇▇ ▇▇▇▇▇▇, in form satisfactory to Purchaser, containing: (c1) Release in the form amounts required to effect the full repayment of Exhibit C, Seller’s Indebtedness to ▇▇▇▇ ▇▇▇▇▇▇ under that certain promissory note executed by Lev Seller in favor of ▇. ▇▇▇ ▇▇▇▇▇▇ and (2) the wire transfer information for a wire transfer of such amounts to ▇▇▇▇ ▇▇▇▇▇▇; (d3) Noncompetition Agreement Avnet, in form satisfactory to Purchaser, containing: (1) the amounts required to effect the full repayment of Seller’s Indebtedness to Avnet under that certain promissory note executed by Seller in favor of Avnet and (2) the wire transfer information for a wire transfer of such amounts to Avnet; (iv) IP assignments and releases, in the form of Exhibit DC attached hereto, duly executed by Lev ▇all past employees and consultants of the Seller, other than as listed in Schedule ‎3.2(e)(iv). in addition, any Business Employee who is not a Transferred Employee and who hasn’t executed an IP assignment and release in favor of the Seller to the satisfaction of the Purchaser (which IP assignment and release has been Made Available to the Purchaser) will also execute an IP assignment and release substantially in the form of Exhibit C; (v) eighty percent or more of the designated Key Transferred Employees as listed on Schedule ‎3.2(e)(v) and eighty percent or more of the other Business Employees have accepted employment with the Purchaser as of Closing and have entered into new employment agreements and non-competition, confidentiality, assignment of IP rights agreements at Closing in form satisfactory to the Purchaser (including a waiver of prior liabilities); (vi) Mr. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated ▇▇ has entered into an employment agreement and non-competition, confidentiality, assignment of IP rights agreements with Silicom, Inc. in the form attached hereto as Exhibit D; (vii) Purchaser shall have received evidence satisfactory to Purchaser that all consents of third parties set forth on Exhibit E and in the manner set forth therein shall have been obtained and shall be in full force and effect; (viii) Purchaser shall have received evidence satisfactory to Purchaser that all Persons who are eligible to receive compensation under the Seller's phantom stock plan have agreed in writing to the accuracy of the table setting forth their respective portion of said compensation, which is attached hereto as Exhibit F. Said evidence will also show the agreement of the Seller and Selling Shareholders to such statements; (ix) a legal opinion executed by counsel for the Company, in substantially the form of Exhibit G; (x) all other documents, instruments and writings required to be delivered by Seller or the Selling Shareholders at or prior to the Closing Date pursuant to this Agreement and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under transactions underlying this Agreement, and, all other documents, instruments, declarations, affidavits and writings reasonably requested by the Change of Control Agreements)Purchaser that are reasonably necessary to consummate the transactions contemplated hereby.

Agreements and Documents. Parent The Purchaser shall have received the following agreements and documentsitems from the Vendor, each of which which, to the extent applicable, shall be in full force and effect: (ai) Affiliate Agreements the Purchaser shall have been assigned the Company’s Contracts to the extent such Contracts are included in the form Purchased Assets; subject to Section 3.1(e)(iii), it being understood that this condition solely relates to the failure to assign a Contract for lack of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" Consent only in respect of the Company (as that term is used those Contracts listed in Rule 145 under the Securities ActSchedule 3.1(e)(iii); (bii) Reservedthe Company shall have received, and shall be continuing to receive, all supply of Inventory in the Ordinary Course, in a manner consistent with the understandings established in new and existing supply agreements; (ciii) Release all Consents to assign the Contracts listed in Schedule 3.1(e)(iii), unless the form of Exhibit Crequirement to receive such Consent has been waived by the Purchaser in its sole discretion, executed by Lev ▇. ▇▇▇▇▇▇or the Vendor has delivered a written undertaking to obtain such Consent within a reasonable delay following the Closing; (div) Noncompetition Agreement in the form Purchaser shall be satisfied, acting reasonably, that the Vendor has no material issues with respect to Health Canada regulatory matters that cannot be resolved with good faith efforts and cooperation of Exhibit Dthe Parties, executed by Lev ▇. ▇▇▇▇▇▇and that no material issues with respect to Health Canada regulatory matters shall arise as a result of the transactions contemplated hereby; (ev) a letter from PricewaterhouseCoopers LLPrecent certificate of status or similar certificate with respect to the Company, dated issued by the appropriate Governmental Authority of its jurisdiction of incorporation; (vi) certified copies of (i) the constating documents and by-laws of the Company; and (ii) the resolutions of the shareholders and the sole director of the Company consenting to the transfer of the Purchased Assets pursuant to the terms of the Agreement; (vii) a certificate of an officer of the Company confirming that there are no known or reported Liabilities of the Company current or outstanding as of the Closing Date Time, which Liabilities could be attached to the Purchased Assets or the Purchaser, save for Excluded Liabilities and addressed liabilities owing to Parent Governmental Authorities (such as HST or source deductions), trade payables, salaries or other accruals incurred in the Ordinary Course and not yet due, and amounts in respect of the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13capital lease obligations; (fviii) a letter certificate from PricewaterhouseCoopers LLP, dated the Vendor confirming the covenants in this Agreement made by the Vendor and the representations and warranties in Article 4 of this Agreement are true and correct in all material respects as of at the Closing Date and addressed the Closing Time (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all material respects; and those representations and warranties in respect of Vendor Fundamental Representations, each of which must be true and correct in all respects); it being understood that the Vendor shall be entitled to the Company, reasonably satisfactory in form and substance deliver updated Schedules to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECthis Agreement at Closing; (gix) a letter from Ernst & Young LLP, dated as of evidence that all Encumbrances against the Closing Date Purchased Assets have been released and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECdischarged; (hx) a legal opinion general conveyance and assumption of Cool▇▇ ▇▇▇ward LLP dated as of liabilities agreement, duly executed by the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12)Vendor; (ixi) a certificate executed on behalf physical possession of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfiedany tangible Purchased Assets; and (jxii) the written resignations of all officers Company shall have delivered the Financial Statements and directors from positions as an officer the Books and director of each of Records to the Acquired Corporations effective as of Purchaser, to the Effective Time (it being understood that extent such resignations by officers of Financial Statements and Books and Records relate to the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Purchased Assets.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements substantially in the form of Exhibit BE-1, executed by each the Persons identified on Exhibit E-2 and by any other Person who could Parent reasonably be deemed deems to be an "affiliate" of the Company (as that term is used in Rule 145 under for purposes of the Securities Act); (b) Reserved; (c) Release in the form a legal opinion of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers ▇ Godward LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to ParentDate, to the effect that the Merger will should constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP such counsel may rely upon the tax representation letters referred letters) it being understood that the delivery of such opinion may not be waived without appropriate disclosure to in Section 5.12)counsel for the Company; (ic) written resignations of all directors of the Company, effective as of the Effective Time; (d) an Escrow Agreement substantially in the form of Exhibit B-1, executed by the Company Shareholders' Representative and the Escrow Agent; (e) a certificate executed signed on behalf of the Company by its the Chief Executive Officer confirming and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) Section 6.1 and 6.5 Section 6.2 have been duly satisfied; andsatisfied (the "Company Compliance Certificate"); (jf) a certificate signed by the written resignations of all officers Chief Executive Officer and directors from positions as an officer and director of each the Chief Financial Officer of the Acquired Corporations effective Company certifying the Fully Diluted Company Share Amount; (g) a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying the amount of cash of the Company as of the Effective Time and the aggregate principal amount outstanding under Secured Notes as of the Effective Time; (it being understood that such resignations h) a certificate signed by officers the Chief Executive Officer and Chief Financial Officer of the Company whose employment certifying to the best of their knowledge the amount of Working Capital computed in accordance with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change terms of Control Agreements and shall not effect in any manner any rights of any officer this Agreement as of the Company or any date of the Closing Balance Sheet; and (i) a legal opinion of ▇▇▇▇ ▇▇▇▇, counsel to the Company's obligations under , in the Change form of Control Agreements).Exhibit L.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇▇▇ ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇▇▇ ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward ▇▇▇ Godward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇▇▇▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements).a

Agreements and Documents. Parent (and, where applicable, the Company) shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in letters setting forth offers of employment with the form of Exhibit BCompany, executed by Parent and each Person who could reasonably be deemed to be an "affiliate" of the employees set forth on Part 6.5(a) of the Company (as that term is used in Rule 145 under the Securities Act)Disclosure Schedule; (b) Reserved; (c) a Release and Consent, in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇--------- each of the Designated Shareholders and Other Shareholders (each, a "Release and Consent"); (dc) Noncompetition Agreement Investment Representation Letters in the form of Exhibit D, --------- executed by Lev ▇. each of the Designated Shareholders and Other Shareholders; (d) Nondisclosure and Noncompetition agreements, executed by the employees of the Company and its Subsidiaries listed in Part 6.5(d) of the Company Disclosure Schedule; (e) assignments duly executed by the Company and its Subsidiaries, reasonably satisfactory to Parent, assigning all rights and interests of the Company and its Subsidiaries under all non-compete, non-disclosure or other similar documents executed by present and former employees, consultants or contractors; (f) a legal opinion of ▇▇▇▇▇▇ ▇; (e) a letter from PricewaterhouseCoopers LLP▇▇▇▇ ▇▇▇▇ & ▇▇▇▇, P.C., dated as of the Closing Date and addressed to Parent and the CompanyDate, reasonably satisfactory in form and substance satisfactory to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parentcertificate executed by each Designated Shareholder stating that, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling its Knowledge, each of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 6.3, 6.4, 6.7 and 6.5 6.8 shall have been duly satisfied; andsatisfied (each, a "Shareholder's Closing Certificate"); (jh) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company and its Subsidiaries, effective as of the Effective Time Time; (it being understood that such i) written resignations by officers of the employees set forth on Part 6.5(i) of the Company whose employment Disclosure Schedule, together with severance agreements in form and substance satisfactory to Parent and duly executed by each such employee; (j) an amended and restated Employment Agreement between Parent and ▇▇▇▇▇▇ ▇▇▇▇, in form satisfactory to Parent; (k) an Escrow Agreement in form and substance satisfactory to the Designated Shareholders, the Company or Parent following and Parent, executed by the Effective Time shall be continuing shall not constitute parties thereto; (l) a 45. 52 voluntary or an "Involuntary Termination" under certificate of the Change Secretary of Control Agreements the State of Delaware as of the Closing Date as to the legal existence and shall not effect in any manner any rights of any officer good standing of the Company or any in Delaware as of the Company's obligations under Closing Date; and (m) a certificate of the Change treasurer of Control Agreements)the Company certifying as to the payment of Taxes in Delaware.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form written resignations of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" all directors of the Company (Company, effective as that term is used in Rule 145 under of the Securities Act)Effective Time; (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition an Escrow Agreement in the form of Exhibit D, executed by Lev ▇. the Shareholders’ Representative and the Escrow Agent; (c) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Company Compliance Certificate”); (d) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Secretary or assistant secretary of the Company and attaching with respect to the Company (i) the Company’s Articles of Incorporation and all amendments thereto, certified by the Secretary of State of the State of California not more than five Business Days prior to the Closing Date, (ii) the Company’s Bylaws and all amendments thereto, (iii) a certificate of good standing of the Company certified by the Secretary of State of the State of California and issued not more than five Business Days prior to the Closing Date, (iv) all resolutions of the Company Board or other authorizing body (or a duly authorized committee thereof) of the Company and the Company Shareholders relating to this Agreement and the transactions contemplated by this Agreement and (v) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (e) the Merger Consideration Allocation Schedule; (f) the Transaction Expenses Certificate; (g) a legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in substantially the form attached hereto as Exhibit F; (eh) FIRPTA documentation, including (a) a letter from PricewaterhouseCoopers LLPnotice to the Internal Revenue Service, in accordance with the requirements of Section 1.897-2(h)(2) of the Treasury Regulations, in substantially the form attached hereto as Exhibit G-1, dated as of the Closing Date and addressed to Parent and executed by the Company, reasonably satisfactory in together with written authorization for Parent to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (fb) a letter from PricewaterhouseCoopers LLPFIRPTA Notification Letter, in substantially the form attached hereto as Exhibit G-2, dated as of the Closing Date and addressed to executed by the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12);; and (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1such other documents, 6.2, 6.4 (with respect instruments and certificates as Parent may reasonably request no later than five Business Days prior to the Required Company Vote exercise Closing for the purpose of dissenters' rights only) and 6.5 have been duly satisfied; and (j) consummating the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations transactions contemplated by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)this Agreement.

Agreements and Documents. Parent VISTA shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Affiliate's Agreements in the form of Exhibit B, EXHIBIT D-1 executed by each any Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under GEOSURE for purposes of the Securities Act); (b) Reservedan agreement terminating GEOSURE's obligations under its contract with DP pursuant to the terms thereof, which would not involve a cost or charge to GEOSURE in excess of the $200,000 currently specified; (c) Release to the extent reasonably requested by VISTA, confidential invention and assignment agreements, reasonably satisfactory in the form of Exhibit Cand content to VISTA, executed by Lev all employees of GEOSURE and by all consultants and independent contractors to GEOSURE who have not already signed such agreements (including the individuals identified in Part 2.9(f) of GEOSURE Disclosure Schedule); (d) a legal opinion of ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Constant & ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇, dated as of the Closing Date, covering the matters set forth in EXHIBIT E; (e) a letter from PricewaterhouseCoopers LLP▇▇▇▇▇▇ ▇▇▇▇▇▇ and Company, P.C., dated as of the Closing Date Date, confirming that no transaction entered into by GEOSURE, and addressed no other fact or circumstance relating to Parent and GEOSURE, will prevent VISTA from accounting for the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for Acquisition as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC16; (hf) a legal opinion certificate executed by GEOSURE's General Partners (solely in their capacity as such and not in their capacity as a Partner) and containing the representation and warranty that each of Cool▇▇ ▇▇▇ward LLP dated the representations and warranties set forth in Section 2 is accurate in all respects as of the Closing Date as if made on the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.18.1, 6.28.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 8.3, 8.4, 8.7 and 6.5 8.8 have been duly satisfiedsatisfied (the "GEOSURE Closing Certificate"); and (jg) The Escrow Agreement in substantially the written resignations of all officers and directors from positions form attached hereto as an officer and director of each EXHIBIT G, executed by or on behalf of the Acquired Corporations effective Partners and the Escrow Agent (as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreementsdefined therein).

Agreements and Documents. The Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate the Employment Agreements executed by each of the employees listed in Exhibit I attached hereto; (b) the Retention Agreement executed by the Company and each Key Employee; (c) the Retention Agreement Side Letter; (d) the Lease Amendment, executed by Epistar Corporation; (e) the Escrow Agreement executed by the Stockholders’ Representative on behalf of the Selling Stockholders and the Escrow Agent; (f) a certificate signed on behalf of the Selling Stockholders by the Stockholders’ Representative representing and warranting after reasonable investigation that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied (the “Compliance Certificate”); (g) a legal opinion of PuHua & Associates in the form of Exhibit B, F; (h) the Promissory Note executed by the Company; (i) the Proxy executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)Selling Stockholder; (bj) Reserveda valid power of attorney executed and delivered by each of the Selling Stockholders authorizing the Stockholders’ Representative to, among other matters, execute and deliver this Agreement; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (ek) a letter from PricewaterhouseCoopers LLPcertificate, dated as of the Closing Date Date, signed by the Chief Executive Officer of the Company (i) attaching copies of the Certificate of Incorporation and addressed to Parent Bylaws, if any, and any amendments thereto, of each of the Acquired Companies, (ii) attaching a true, correct and complete copy of the stock ledger of the Company from the date of its incorporation through the Closing Date; (iii) certifying that attached thereto are true and correct copies of action by written consent or resolutions duly adopted by the Board of Directors of the Company which authorize and approve (A) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby, including the Control Share Purchase and (B) the payment of the Company’s Indebtedness by the Parent or, if applicable, the Acquisition Sub and the issuance of the Promissory Note, and (iv) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company; and (l) resignations of each of the directors and supervisors of each Acquired Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated effective as of the Closing Date and addressed to the CompanyDate; provided, reasonably satisfactory in form and substance to Parent and Ernst & Young LLPhowever, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling resignation of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of CoolJ▇▇▇▇ ▇▇▇ward LLP dated ▇ as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf director of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under effective immediately after the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Stockholders Meeting.

Agreements and Documents. Parent Pinnacle shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements the Escrow Agreement, substantially in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)G; (b) Reserved; (c) Release Employment and Noncompetition Agreements, substantially in the form of Exhibit CF1, F2, & F3, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇ III; (c) a tax representation letter (as described in Section 5.5) executed by Netivation; (d) a certificate executed by Netivation containing the representation and warranty of Netivation that each of the representations and warranties made by Netivation in this Agreement is accurate in all material respects as of the Closing Date as if made on the Closing Date (except for representations and warranties made as of a specified date, which need to be accurate in all material respects only as of the specified date); (e) a letter from PricewaterhouseCoopers LLPsuch other documents as Pinnacle may reasonably request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by Netivation, dated as (ii) evidencing the compliance by Netivation with, or the performance by Netivation of, any covenant or obligation set forth in this Agreement, (iii) evidencing the compliance with any applicable federal or state securities law, (iv) evidencing the satisfaction of any condition set forth in this Section 7 or (v) otherwise facilitating the consummation or performance of any of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13Transactions; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to cash representing the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" additional consideration in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC;Section 1.6. (g) a letter legal opinion from Ernst & Young LLPcounsel for Netivation and Merger Sub, dated as substantially in the form of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECExhibit E3; (h) a legal opinion of Coollease guarantee from Netivation regarding the real property currently occupied by Pinnacle, which replaces the current lease guarantee made by ▇▇▇▇▇▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12);▇▇; and (i) a certificate executed on behalf verification that the outstanding debt, up to an amount of $125,000, incurred pursuant to the loan agreements referred to in Items 1 and 2 of Section 2.7 of the Company Schedule of Exceptions, owed by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1Pinnacle to First Colony Bank, 6.2has been, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations or will promptly be, payed off by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Netivation.

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements original share certificates representing all Purchased Shares (or evidence of cancellation thereof or an affidavit regarding missing stock certificates) and instruments of transfer for all Purchased Shares properly executed in the form favor of Exhibit B, executed by each Purchaser (or any other Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities ActPurchaser nominates); ; (b) Reserved; the shareholder register (i) reflecting the conversion of all Company Preference Shares into Company Ordinary Shares upon the Closing pursuant to the Conversion Event and reflecting the Secondary Share Purchase by Purchaser and (ii) showing that Purchaser owns all of the Purchased Shares and there are no Encumbrances on such shares; (c) Release in a spreadsheet containing the form of Exhibit Cfollowing information (such spreadsheet, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); “Sellers’ Consideration Spreadsheet”): (i) (A) the aggregate amount of all Company Transaction Expenses, together with a certificate executed on behalf of detailed breakdown thereof specifying for each such Company Transaction Expense the Company by its Chief Executive Officer confirming that dollar amount thereof (determined using the conditions set forth in Sections 6.1Specified Exchange Rate, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights onlyas applicable) and 6.5 have whether it has already been duly satisfied; and paid or remains to be paid, (jB) the written resignations of all officers Deductible Company Transaction Expense Amount, (C) the Closing Debt Amount, (D) the Transaction Bonus Amount, (E) the Deductible Transaction Bonus Amount, (F) the Specified Warrant Cancelation Payment Amount, (G) the Fully Diluted Share Number, (H) the Price Per Secondary Share, (I) the Purchaser Secondary Ownership Percentage, (J) the Apportioned Litigation Reserve Amount, (K) the Aggregate Repurchase Price, (L) the Secondary Specified Fraction and directors from positions as an officer and director of each of (M) the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements).Secondary Allocation Gross-Up Factor;

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) the Escrow Agreement in the form of Exhibit G, executed by the Escrow Agent and the Stockholders’ Representative; (ii) a Proprietary Rights Agreement in the form of Exhibit I, executed by each Key Employee; (iii) written resignations of all officers and directors of the Company, effective as of the Effective Time; (iv) a certificate signed on behalf of the Company by the President of the Company representing and warranting that the conditions set forth in Section 7.1, Section 7.2, and, with respect to the Company, Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (v) a certificate signed by the President of the Company certifying the accuracy in all respects of the Merger Consideration Spreadsheet; (vi) Employment Agreements in the form of Exhibit C, executed by each Key Employee set forth on Exhibit B; (vii) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger, and the Company Charter Amendment, (iii) certifying that there are no proceedings for the dissolution or liquidation of the Company and (iv) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all Related Agreements executed or to be executed by the Company; (viii) Affiliate Agreements in the form of Exhibit BM, executed by each the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an "“affiliate" ” of the Company (as that term is used in Rule 145 under for purposes of the Securities Act); (bix) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Retention Agreement in the form of Exhibit DN, and the escrow agreement referenced therein, executed by Lev ▇. ▇▇▇▇▇▇each Key Employee set forth on Exhibit B; (ex) a letter from PricewaterhouseCoopers LLPNon-Competition Agreements in the form of Exhibit O, dated as of executed by the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13stockholder set forth on Exhibit P; (fxi) a letter from PricewaterhouseCoopers LLPBridge Note Election Notices, dated as executed by each holder of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfiedBridge Notes; and (jxii) Optionee Consents in the written resignations form of all officers and directors from positions Exhibit H, executed by each holder of a Company Option identified in the Merger Consideration Spreadsheet as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute individual entitled to receive a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Closing Option Payment.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements Employment Offer Letters substantially in the form of Exhibit BG hereto, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)individuals identified on Exhibit F hereto; (b) Reserved; (c) Release Noncompetition Agreements substantially in the form of Exhibit CH hereto, executed by Lev ▇. ▇▇▇▇▇▇the individuals identified on Exhibit F hereto; (i) Stockholder Representation Letters substantially in the form of Exhibit E-1 hereto, executed by each of the Merger Stockholders and (ii) Purchaser Representative Letters substantially in the form of Exhibit E-2 hereto, executed by each Merger Stockholder that is not an "accredited investor" for purposes of Regulation D of the SEC; (d) Noncompetition a Registration Rights Agreement substantially in the form of Exhibit DC hereto, executed by Lev ▇. ▇▇▇▇▇▇each of the Merger Stockholders; (e) a letter from PricewaterhouseCoopers LLPLock-Up Agreement substantially in the form of Exhibit N hereto, dated as executed by each of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13Merger Stockholders; (f) a letter from PricewaterhouseCoopers LLPan Escrow Agreement substantially in the form of Exhibit D hereto, dated as executed by the Escrow Agent and each of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECMerger Stockholders; (g) a letter from Ernst & Young LLPRelease substantially in the form of Exhibit I hereto, dated as of executed by the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECKey Employees; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP Goulston & Storrs P.C. and of regulatory counsel for the Company, dated as of the Closing Date and addressed Date, covering substantially the matters set forth in Exhibit L hereto; provided, however, that the only opinion from regulatory counsel with respect to Parent, necessary regulatory approvals in connection with the Merger that will be required will be that the notice given by the Company to the effect that Massachusetts Department of Telecommunications and Energy Company regarding the Merger will constitute a reorganization within is sufficient to comply with the meaning requirements of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12)Massachusetts law; (i) a certificate executed on behalf by the Company and containing the representation and warranty of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 6.3, 6.4, 6.5, 6.8, 6.9 and 6.5 6.10 have been duly satisfied; andsatisfied (the "Company's Closing Certificate"); (j) a certificate of merger executed by the Company to be filed with the Secretary of State of the State of Delaware in accordance with Section 1.3; (k) written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company, effective as of the Closing Date; (l) the valid and effective termination of agreements among the Company stockholders; (m) the valid and effective termination as of the Effective Time (it being understood of provisions in Contracts that such resignations by officers of the Company whose employment provide any Person with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer nature with respect to the board of directors of the Company or any of a Subsidiary, except as provided generally by the Company's obligations certificate of incorporation and bylaws or by applicable law; and (n) amendments to the promissory notes identified in Part 2.7(b) and Part 4.2(i)(2) of the Disclosure Schedule providing that (i) 50% of the principal and interest due to the Company under such promissory notes shall be due and payable no later than 60 days after effectiveness of the Change Registration Statement (as defined in the Registration Rights Agreement), (ii) 50% of Control Agreements)the principal and interest due to the Company under such promissory notes shall be due and payable by April 1, 2001 and (iii) amounts due and payable under such notes may be offset, at any time after such amounts become due and payable, against any severance payments that are payable by Parent or the Surviving Corporation to the holders of such promissory notes, shall have been executed by the Company and the obligors of such promissory notes.

Agreements and Documents. Parent shall have received the following agreements and documents, executed as appropriate, each of which shall be in full force and effect: (a) Affiliate Agreements evidence of the successful filing under the DGCL of Company’s amended Certificate of Amendment in substantially the form of attached as Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)H; (b) Reservedevidence of the successful filing under the DGCL of the Amended and Restated Certificate of Incorporation of the Surviving Corporation in substantially the form attached as Exhibit I; (c) Release a legal opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, dated as of the Closing Date, in substantially the form of attached hereto as Exhibit CN; (d) the Executive Employment Agreements in substantially the form attached hereto as Exhibit E, executed and delivered by Lev each of ▇. ▇▇▇ ▇▇▇▇▇▇ and ▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇ ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLPthe Consulting Agreement in substantially the form attached hereto as Exhibit F, dated as of the Closing Date executed and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13delivered by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇; (f) a letter from PricewaterhouseCoopers LLP, dated the Escrow Agreement substantially in the form attached hereto as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECExhibit P; (g) a letter from Ernst & Young LLP, dated written resignations of all directors of the Company effective as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECEffective Time; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as certificate signed on behalf of the Closing Date Company by the Chief Executive Officer and addressed to Parent, to any other officer of the effect Company representing that the Merger will constitute a reorganization within conditions set forth in Sections 6.1 and 6.2 have been duly satisfied (the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12“Company Compliance Certificate"); (i) a certificate list setting forth the name and address of each Company Equityholder entitled to receive the Merger Consideration pursuant to Section 1.5; (j) a list setting forth the name and address of each holder of Company Preferred Warrants and Company Common Warrants; (k) an acknowledgement agreement with terms and conditions reasonably satisfactory to Parent executed on behalf and delivered by each of Management, Neuroscience Partners and ▇▇▇▇ ▇▇▇▇▇ acknowledging and agreeing to be bound by the terms of this Agreement; (l) the Company Affiliate Agreements in substantially the form attached hereto as Exhibit D, executed and delivered by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1each Company Affiliate, 6.2, 6.4 (with respect to the Required and no breach of any Company Vote exercise of dissenters' rights only) and 6.5 Affiliate Agreement shall have been duly satisfiedoccurred or be continuing; and (jm) the written resignations of all officers Support Agreements in substantially the form attached hereto as Exhibit C, executed and directors from positions as an officer delivered by the Support Signatories, and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights no breach of any officer of the Company Support Agreement shall have occurred or any of the Company's obligations under the Change of Control Agreements)be continuing.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements substantially in the form of Exhibit BC-2 (each, an "AFFILIATE AGREEMENT"), executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)Persons identified on Exhibit C-1; (b) ReservedNoncompetition Agreements substantially in the form of Exhibit D-2 (each a "NONCOMPETITION AGREEMENT") with a term of at least one year from the Effective Time, executed by the individuals identified on Exhibit D-1; (c) Release Voting Agreements substantially in the form of Exhibit C, F-2 (the "VOTING AGREEMENTS") executed by Lev ▇. ▇▇▇▇▇▇the individuals identified on Exhibit F-1; (d) Noncompetition Agreement Proprietary information and inventions agreements, reasonably satisfactory in the form of Exhibit Dand content to Parent, executed by Lev ▇. ▇▇▇▇▇▇all employees and former employees of the Company and by all consultants and independent contractors and former consultants and former independent contractors to the Company who have not already signed such agreements (including the individuals identified in Part 2.9(f) of the Company Disclosure Schedule); (e) a letter from PricewaterhouseCoopers LLPlegal opinion of Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇, counsel to the Company, dated as of the Closing Date and addressed to Parent and Date, substantially in the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13of Exhibit G; (f) a letter from PricewaterhouseCoopers LLP, dated certificate executed by the President and Chief Executive Officer of the Company that each of the representations and warranties set forth in Section 2 is accurate in all material respects as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of if made on the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 Section 7 have been duly satisfied; andsatisfied in all material respects (the "COMPANY OFFICER'S CLOSING CERTIFICATE"); (jg) A true, correct and complete schedule (the "SCHEDULES OF EXPENSES") of all Company Expenses paid or incurred by or on behalf of the Company or the Shareholders through the Closing Date, accompanied by a certificate signed by the President and Chief Financial Officer of the Company certifying the accuracy and completeness thereof, shall have been delivered by the Company. (h) written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company, effective as of the Effective Time Time; (it being understood that such resignations i) the Escrow Agreement substantially in the form of Exhibit B (the "ESCROW AGREEMENT") executed by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Shareholders' Agent.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) Affiliate Lock Up Agreements in the form of Exhibit B, duly executed by each Person who could reasonably be deemed to be an "affiliate" of the Company Key Stockholders receiving Merger Consideration and (as that term is used in Rule 145 under ii) Joinder Agreements duly executed by each of the Securities Act)Key Stockholders; (b) Reservedwritten consents from the Company’s stockholders and the Company's board of directors terminating the agreements identified on Exhibit F pursuant to Section 4.6; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate duly executed on behalf of the Company by its Chief Executive Officer confirming the chief executive officer of the Company certifying that the conditions set forth in Sections 6.1, 6.26.2 and 6.4 have been duly satisfied (the “Company Closing Certificate”); (d) a spreadsheet, 6.4 in form and substance reasonably satisfactory to Parent, containing the following information (such spreadsheet, the “Merger Consideration Spreadsheet”), accompanied by a certificate (the “Merger Consideration Certificate”), duly executed on behalf of the Company by an authorized officer of the Company, containing the representation and warranty of the Company that all of such information set forth in the Merger Consideration Spreadsheet is accurate as of the Closing and that such information is prepared in accordance with applicable Legal Requirement, the terms and provisions of the Charter Documents of the Company and the Company Incentive Plan, the grant agreement in respect of the vested Company Options and all other Contracts to which the Company is a party: (i) (A) the total and components of the Aggregate Upfront Cash Consideration, including (1) the Closing Cash Amount; (2) the aggregate amount of all Company Transaction Expenses, together with a breakdown thereof (including the aggregate dollar amount of any Expenses relating to the D&O Tail Policy (including any premium payable for the D&O Tail Policy); and (3) the Closing Net Indebtedness Amount, together with a breakdown thereof; (B) the allocation of the Expense Fund Amount with respect to each share of Series A Preferred Stock and Series A-1 Preferred Stock, in each case outstanding as of immediately prior to the Effective Time, (C) the allocation of the Indemnity Holdback Shares with respect to each share of the Series A Preferred Stock and Series A-1 Preferred Stock, in each case outstanding as of immediately prior to the Effective Time, (D) each Indemnitor’s Pro Rata Share (expressed as a percentage); and (E) each Participating Securityholder’s Pro Rata Share of the Milestone Payment; (ii) with respect to each Person who is a stockholder of the Company as of immediately prior to the Effective Time: (1) the name, email address and address of such stockholder, including such stockholder’s email address, if available; (2) the number of shares of Company Capital Stock of each class and series held by such stockholder; (3) the consideration that such stockholder is entitled to receive pursuant to Section 1.5 after deduction of the applicable allocation of the Expense Fund Amount and the Indemnity Holdback Shares; (4) the number of shares of Parent Consideration Shares that shall constitute Indemnity Holdback Shares with respect to which such stockholder has the contingent right to receive pursuant to Section 1.5(b); (5) the cash amount to be contributed to the Expense Fund with respect to the Required shares of Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfiedCapital Stock held by such stockholder pursuant to Section 1.5(b); and (j6) the net amount of the Aggregate Upfront Cash Consideration to be paid to such stockholder by the Payment Administrator on the Closing Date in accordance with Section 1.10; and (iii) a funds flow spreadsheet showing: (A) an aggregate amount to be delivered by Parent to the Payment Administrator in accordance with Section 1.10(a); and (B) wire transfer instructions for each payment to be made by Parent or the Payment Administrator reflected therein; (e) the written resignations of all officers and directors described in Section 4.8 from positions as each individual who is an officer and or director of each Acquired Company that is listed on Exhibit H; (f) 100% of the Acquired Corporations Key Employees shall have entered into offer letters or other employment documentation, or incentive retention documentation, reasonably acceptable to Parent effective as of the Effective Time Closing Date and shall have not given notice of intent to resign or terminate employment as of or following the Closing; (it being understood that such resignations g) the Certificate of Merger, duly executed by officers the Company; and (h) a certificate of the Secretary of the Company, certifying and attaching: (i) the Charter Documents in effect as of the Closing; (ii) the resolutions or written consents adopted by the Company’s board of directors approving this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iii) the written consents adopted by the stockholders of the Company whose employment with constituting the Company or Parent following Required Stockholder Votes adopting this Agreement, approving the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under Merger and the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)other transactions contemplated by this Agreement.

Agreements and Documents. Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit BF hereto, executed by each the Persons identified on Exhibit E hereto and by any other Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under for purposes of the Securities Act); (b) ReservedEmployment Agreements in the form of Exhibit G hereto, executed by the individuals identified on Exhibit H hereto; (c) Release Noncompetition Agreements in the form of Exhibit CI hereto, executed by Lev the individuals identified on Exhibit H hereto; (d) a FIRPTA Statement in the form of Exhibit J hereto, executed by the Company: (e) Shareholder Representation Letters in the form of Exhibit D hereto, executed by each of the Merger Shareholders (other than the current holder of the Company Warrant); (f) a Registration Rights Agreement in the form of Exhibit K hereto, executed by Merger Shareholders holding at least 94% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (g) an Escrow Agreement in the form of Exhibit C hereto, executed by the Escrow Agent and Merger Shareholders holding at least 94% of the outstanding shares of capital stock of the Company immediately prior to the Closing; (h) a legal opinion of ▇. ▇▇▇▇▇ ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, dated as of the Closing Date, in the form of Exhibit L hereto; (ei) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the CompanyDate, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs concurring with Parent's management's conclusion assertion that Parent may account for the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECSEC (provided, however, that the condition referred to in this clause "(j)" shall not apply if the reason that PricewaterhouseCoopers LLP is unable to deliver the letter referred to in this clause "(j)" is due solely to actions taken by Parent or its affiliates); (hj) a legal opinion of Cool▇▇ ▇▇▇ward LLP letter from the Company, dated as of the Closing Date Date, confirming that no transaction entered into by the Company, and addressed to Parent, no other fact or circumstance relating to the effect that Company, will prevent Parent from accounting for the Merger will constitute as a reorganization within the meaning "pooling of Section 368 interests" in accordance with generally accepted principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12)SEC; (ik) a certificate executed on behalf by the Company and containing the representation and warranty of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) 6.3, 6.4, 6.5, 6.8, 6.10 and 6.5 6.13 have been duly satisfied; andsatisfied (the "Company's Closing Certificate"); (jl) an agreement of merger executed by the Company to be filed with the Secretary of State of the State of California in accordance with Section 1.3 and a certificate of merger executed by the Company to be filed with the Secretary of State of the State of Delaware in accordance with Section 1.3; (m) written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company, effective as of the Closing Date; (n) the valid and effective termination as of the Effective Time (it being understood of provisions in Contracts that such resignations by officers of the Company whose employment provide any Person with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer nature with respect to the board of the Company or any directors of the Company, except as provided generally by the Company's obligations under articles of incorporation and bylaws or by applicable law; and (o) the Change valid and effective termination of Control Agreements)the Series B Preferred Stock Purchase Agreement dated as of March 2, 1999, the Shareholder Rights Agreement dated as of March 2, 1999, the Co-Sale and Rights of First Refusal Agreement dated as of March 2, 1999 and the Voting Agreement dated as of March 2, 1999.

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, a certificate executed by each Person who could reasonably be deemed to be an "affiliate" the Chief Executive Officer and Chief Financial Officer of the Company which certifies (as i) that term is used the conditions relating to the Company and/or any Subsidiary set forth in Rule 145 under Section 6.1 have been duly satisfied; and (ii) the Securities Act)effectiveness of any board resolutions of the Company and its Subsidiaries, the Stockholders Written Consent and any other resolutions of the Stockholders passed in connection with this Agreement and transactions contemplated hereby; (b) Reservedthe Closing Spreadsheet and a certificate executed by the Chief Executive Officer of the Company dated as of the Closing Date, certifying that such Closing Spreadsheet is true, correct and complete in all material respects; (c) Release in the form Company NWCC&D Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the amount of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇Company NWCC&D; (d) Noncompetition Agreement in the form of Exhibit DTransaction Costs Certificate, executed which certificate shall be accompanied by Lev ▇. ▇▇▇▇▇▇such supporting documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the Transaction Cost Amount; (e) (i) a letter from PricewaterhouseCoopers LLPgood standing certificate of the Company, dated no earlier than November 19, 2015, issued by the Secretary of State of the State of Delaware, certifying that the Company is in good standing and that all applicable franchise Taxes and fees of the Company through and including the Closing Date have been paid; (ii) a good standing certificate of each Subsidiary (other than the Israeli Subsidiary and the German Subsidiary) under the laws of the jurisdiction of organization of the applicable Subsidiary, dated within ten days of the Closing Date, issued by the Governmental Body authorized to issue such a certificate in the jurisdiction of organization of the applicable Subsidiary; (iii) the stock ledger of the Company; (iv) all of the books and records of the Company and each Subsidiary; and (v) such other customary documents, instruments or certificates as shall be reasonably requested by Parent and as shall be consistent with the terms of this Agreement; (f) the Paying Agent Agreement, executed by the Stockholders’ Representative; (g) (i) a notice dated as of the Closing Date and addressed to Parent and executed by the Company, reasonably satisfactory in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit K, together with written authorization for Purchaser, as agent for the Company, to deliver such notice to the IRS on behalf of the Company after the Closing, and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (fii) a letter from PricewaterhouseCoopers LLP, certificate dated as of the Closing Date and addressed to executed by the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principlesTreasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of in substantially the SEC; (g) a letter from Ernst & Young LLP, dated form attached hereto as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECExhibit L; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); Parent shall have received (i) a certificate properly executed statement satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), dated no more than thirty (30) days prior to the Closing Date, signed by an officer of the Company and in form and substance reasonably satisfactory to Parent, certifying that interests in the Company do not constitute “United States real property interests” under Section 897(c) of the Code, and (ii) as agent for the Company, a form of notice to the IRS satisfying the requirements of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company by its Chief Executive Officer confirming that following the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfiedEffective Time; and (ji) the written resignations of all directors and officers of each Subsidiary, effective as of the Closing Date, or certified resolutions of the applicable corporate organs removing the directors and officers and appointing directors from positions as an officer and director of each of the Acquired Corporations officers designated by Purchaser effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Time.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, an employment agreement executed by each Person who could ▇▇▇▇▇▇ ▇▇▇▇, in form and substance reasonably be deemed satisfactory to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)Parent; (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement Lockup Agreements in the form of Exhibit D, executed concurrently with the execution and delivery of this Agreement by Lev ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Braemar Energy Ventures LP, ▇▇▇▇▇▇▇ River Partnership XII, LP, CRV XII Affiliates Fund, LP, Rho Ventures IV (QP) LP, Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV LP, Rho Management Trust I and ▇▇▇▇▇▇ Ventures I, LP, shall remain in full force and effect; (c) The Escrow Agreement in the form of Exhibit E, executed by the Escrow Agent and the Company Stockholders’ Representative; (d) written resignations of the directors of the Company and each Company Subsidiary identified in Part 7.4(d) of the Company Disclosure Schedule, effective as of the Effective Time; (e) a letter from PricewaterhouseCoopers LLP, dated as certificate signed on behalf of the Closing Date and addressed to Parent Company by the Chief Executive Officer and the Company, reasonably satisfactory in form Chief Financial Officer of the Company representing and substance to Parent, updating warranting that the "comfort" letter referred to conditions set forth in Section 5.137.1 and Section 7.2 have been duly satisfied (the “Company Compliance Certificate”); (f) a letter from PricewaterhouseCoopers LLP, dated certificate signed by the Chief Financial Officer of the Company (i) certifying the capitalization of the Company as of the Closing Date Date, (ii) attaching a true and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any complete copy of the stockholders or affiliates final Debt Schedule and Closing Debt Balance, and (iii) certifying the Debt Schedule and the amount of the Acquired Corporations that could preclude Closing Debt Balance, if any, and setting forth the Company from being a "poolable entity" components of such amount in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SECreasonable detail; (g) a letter from Ernst & Young LLP, dated as certificates of good standing (or equivalent documentation) of the Closing Date Company in its jurisdiction of organization and addressed to Parentthe various foreign jurisdictions in which it is qualified, reasonably satisfactory in form and substance to Parentcertified charter documents, certificates as to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that incumbency of officers and the Merger may be accounted for as a "pooling adoption of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies resolutions of the SECboard of directors of the Company authorizing the execution of this Agreement and the consummation of the transactions contemplated by this Agreement to be performed by the Company; (h) a legal written opinion of Cool▇▇ from ▇▇▇ward LLP dated as of the Closing Date and addressed ▇▇▇ Godward Kronish LLP, counsel to Parent, to the effect that the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the Code Code; provided that if Cooley Godward Kronish LLP does not render such opinion, this condition shall nonetheless be deemed satisfied if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP renders such opinion to Parent (it being understood thatagreed that Parent and the Company shall each provide reasonable cooperation, including making reasonable and customary representations, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ Godward Kronish LLP, as the case may be, to enable them to render such opinion and that counsel shall be entitled to rely on such representations and such assumptions as they deem appropriate in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12);; and (i) a certificate executed on behalf an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise form of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions which is attached hereto as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements).Exhibit F.

Agreements and Documents. Parent Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements original share certificates representing all Issued Shares; (b) the shareholder register (i) reflecting the conversion of all Company Preference Shares into Company Ordinary Shares upon the Closing pursuant to the Conversion Event and reflecting the Share Issuance and (ii) showing that Purchaser owns all of the Issued Shares and that there are no Encumbrances on such shares; 47 (c) a certificate duly executed by the chief executive officer and chief financial officer of the Company containing the representation and warranty of the Company that the conditions set forth in Sections 6.1 through 6.5 and Sections 6.7 through 6.13 have been duly satisfied (the “Company Closing Certificate”); (d) a spreadsheet containing the following information, together with a certificate duly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company, containing the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing (such spreadsheet and accompanying certificate, the “Company Consideration Spreadsheet”): (i) (A) the aggregate amount of all Company Transaction Expenses, together with a detailed breakdown thereof specifying for each such Company Transaction Expense the dollar amount thereof (determined using the Specified Exchange Rate, as applicable) and whether it has already been paid or remains to be paid, (B) the Closing Debt Amount, together with a detailed breakdown thereof identifying the creditor or creditors to which such Company Indebtedness is owed and the aggregate dollar amount of all principal, accrued interest, premiums, penalties, fees, Expenses, breakage costs and other payments required to be paid or offered in respect of such Company Indebtedness as of the Closing or in connection with or in contemplation of the consummation of any of the Contemplated Transactions, (C) the Specified Warrant Cancelation Payment Amount, (D) the aggregate amount of all Transaction Bonuses, together with a detailed breakdown thereof specifying for each such Transaction Bonus the dollar amount thereof (determined using the Specified Exchange Rate, as applicable) and whether it has already been paid or remains to be paid or payable, (E) the Primary Post-Issuance Ownership Percentage, (F) the Indemnification Gross-Up Factor, (G) the Adjusted Pre-Money Company Equity Value, (H) the Price Per Primary Share, (I) the Apportioned Litigation Reserve Amount, (J) the Aggregate Repurchase Price, (K) the Primary Specified Fraction, (L) the Primary Allocation Gross-Up Factor and (M) the Fully Diluted Share Number; (ii) a funds flow spreadsheet, in form and substance reasonably satisfactory to Purchaser, showing: (A) the aggregate consideration payable by Purchaser to the Company for the Issued Shares; (B) the amounts to be distributed by the Disbursing Agent to: (1) the names of legal counsel and other service providers that are owed or will be owed any Company Transaction Expense by any of the Acquired Companies, denominated in Singapore dollars, rupees and/or dollars, as applicable; and (2) the other anticipated recipients of payments in connection with the Contemplated Transactions and the amounts so owed (denominated in Singapore dollars, rupees and/or dollars, as applicable); and (C) wire transfer instructions for each payment to be made by the Disbursing Agent reflected therein; (e) reasonable documentation in support of the calculation of the amounts set forth in the Company Consideration Spreadsheet; (f) release agreements, in the form of Exhibit B, duly executed by each Person director and each officer of an Acquired Company who could is identified by Purchaser in accordance with Section 4.7; (g) agreements, in form and substance reasonably be deemed satisfactory to be an "affiliate" of Purchaser, terminating or amending the Company agreements identified in Schedule 4.5 in accordance with Section 4.5; (as that term is used in Rule 145 under the Securities Act); (bh) Reserved; (c) Release written resignations, in the form of Exhibit C, executed of each director and each officer of an Acquired Company who is identified by Lev ▇. ▇▇▇▇▇▇;▇▇▇ in accordance with Section 4.7, effective as of the Closing Date, and the revocation of all signatory rights of such directors and officers; 48 (di) Noncompetition Agreement certified copies of: (i) the resolutions adopted by the Company’s board of directors (A) approving this Agreement, the Share Issuance, the Secondary Share Purchase and the other Contemplated Transactions, including resolutions instructing the Company’s secretary to enter the name of Purchaser in the electronic register of members of the Company maintained by the Accounting and Corporate Regulatory Authority of Singapore as the holder of the Issued Shares, (B) subject to receipt of a written consent to act as a director of the Company from the relevant individuals, approving the appointment as directors of the Company (effective as of the Closing) of five individuals designated by Purchaser prior to the Closing and (C) approving the resignation as directors of the Company (effective as of the Closing) of each of the directors who are identified on Schedule 4.7; and (ii) the resolutions adopted by the shareholders of the Company approving the Share Issuance, the Conversion Event, the Liquidation Event Waiver, the Preemptive Rights Waiver and the other Contemplated Transactions; (j) evidence reasonably satisfactory to Purchaser that all outstanding Insider Receivables owed by any holder of any security of any Acquired Company or any of such holder’s Affiliates have been paid in full; (k) the Shareholders’ Agreement, substantially in the form of Exhibit DD (the “New Shareholders’ Agreement”), duly executed by Lev ▇. the Company and each Person that will be a shareholder of the Company immediately after the Closing; (l) all documentation required by the Disbursing Agent with respect to any payments to be made by the Disbursing Agent; (m) the audited consolidated financial statements (consisting of a consolidated statement of financial position, a consolidated income statement, a consolidated statement of other comprehensive income, a consolidated statement of changes in equity and a consolidated statement of cash flows) of the Acquired Companies as of and for the fiscal year ended March 31, 2018, including the notes thereto and the unqualified report and opinion of ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst ▇ & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers Associates LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; thereon; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12n); (i) a certificate properly executed on behalf Foreign Investment and Real Property Tax Act of 1980 notification letter which states that none of the Company by its Chief Executive Officer confirming that Shares constitute “United States real property interests” under Section 897(c) of the conditions set forth in Sections 6.1Code, 6.2, 6.4 for purposes of satisfying Purchaser’s obligations under Treasury Regulation Section 1.1445-2(c)(3) and (with respect ii) a form of notice to the Required Company Vote exercise IRS prepared in accordance with the requirements of dissenters' rights onlyTreasury Regulation section 1.897-2(h)(2); and (o) and 6.5 have been duly satisfied; and (j) one or more DVDs or other digital media evidencing the written resignations of all officers and directors from positions as an officer and director of documents that were Made Available to Purchaser, which shall indicate, for each of document, the Acquired Corporations effective as of the Effective Time (it being understood date that such resignations by officers of document was first uploaded to the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Virtual Data Room.

Agreements and Documents. Parent Buyer and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming certifying (A) the Company Articles in effect, (B) the Company Board’s resolutions approving this Agreement and the Merger and treatment of payments to COP Participants hereunder (including reallocation), (C) evidence of the receipt of the Company Shareholder Approval, and (D) the incumbency of each of the Company’s officers authorized to sign this Agreement on behalf of the Company, in a form reasonably acceptable to Buyer; (ii) the Employment Agreement shall be in full force and effect (and the employee thereto stands ready, willing and able to perform with the Acquired Companies); (iii) each of the Non-Competition and Non-Solicitation Agreements shall be in full force and effect; (iv) the Payoff Letters, executed by the applicable holders of Closing Indebtedness to be paid at Closing, together with any necessary UCC authorizations or other releases as may be reasonably required to evidence the satisfaction of such Closing Indebtedness and the release of all Encumbrances in connection therewith and evidence of release of all other Encumbrances (other than Permitted Encumbrances) in form and substance reasonably acceptable to Buyer; (v) good standing certificates (or foreign equivalents) for the Subsidiary from the Delaware Secretary of State, dated no earlier than twenty (20) days prior to the Closing Date; (vi) the Closing Allocation Schedule, certified as such by the Chief Executive Officer of the Company; provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the conditions set forth Closing Allocation Schedule is accurate and shall not affect, in Sections 6.1any manner whatsoever, 6.2any Indemnified Party’s right to indemnification, 6.4 compensation or reimbursement pursuant to Section 9.2 if the Closing Allocation Schedule is not accurate; (with respect vii) all Ancillary Agreements executed by the applicable parties; (viii) the Estimated Closing Statement certified by the Company’s Chief Executive Officer; 505026976.1 (ix) transfer documents duly executed by the owners of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇ and the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ transferring each such domain name to the Required Surviving Company Vote exercise and providing for the Surviving Company’s full control of dissenters' rights only) and 6.5 have been duly satisfiedeach such domain name post-Closing, each in a form reasonably satisfactory to Buyer; and (jx) assignments of U.S. patent applications 62/088,034 and 14/959,166 from RealMatch, Inc. to the written resignations Company, each in a form reasonably satisfactory to Buyer for purposes of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment filing with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)USPTO.

Agreements and Documents. Parent Mercury shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements an Escrow Agreement in the form of Exhibit BC hereto, executed by each Person who could reasonably be deemed to be an "affiliate" --------- the Shareholders' Agent on behalf of the Company (as that term is used in Rule 145 under the Securities Act)Conduct Shareholders; (b) Reserved;written resignations of all directors of Conduct and Subsidiary, effective as of the Closing Date (c) Release a legal opinion of ▇▇▇▇ ▇▇▇▇▇▇ & Co., Advocates substantially in the form of Exhibit C, executed by Lev F-1 hereto ----------- (d) a legal opinion of ▇. ▇▇▇▇▇ ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇ ▇▇▇▇▇▇;▇▇ & ▇▇▇▇▇▇, PC, substantially in the form of Exhibit F-2 hereto; ----------- (e) evidence of the termination effective at or prior to the Closing of the distribution agreement dated February 27, 1996 between Forval Creative Inc. and Conduct; (f) the other documents specified in Section 1.4 hereof; and (g) Each of Mercury and Conduct shall have received a letter from PricewaterhouseCoopers LLPthe respective accounting firms set forth below, dated as of the Closing Date Closing, as follows: (i) A letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent accountants for Conduct, and addressed to Parent and the CompanyConduct, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from Mercury and PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLPindependent accountants for Mercury, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is the independent accountants for Conduct are not aware of any fact concerning the Acquired Corporations transactions contemplated by this Agreement or any of the stockholders shareholders or affiliates of the Acquired Corporations Conduct that could preclude Mercury from accounting for the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for transactions contemplated by this Agreement as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC;. (hii) a legal opinion of Cool▇▇ ▇▇▇ward A letter from PricewaterhouseCoopers LLP, independent accountants for Mercury, and addressed to Mercury, reasonably satisfactory in form and substance to Mercury, to the effect that, after reasonable investigation, that PricewaterhouseCoopers LLP dated concurs with Mercury management's conclusion that as of the Closing Date Date, no conditions exist that would preclude Mercury from accounting for the 37 transactions contemplated by this Agreement as a "pooling of interests", in each case in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and addressed to Parentall published rules, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 regulations and policies of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations effective as of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)SEC.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements Noncompetition Agreements, duly executed by the Persons mutually agreed to by Parent and the Company; (b) Release Agreements, substantially in the form of Exhibit BD (the “Releases”), duly executed by each Person who could reasonably be deemed the Persons mutually agreed to be an "affiliate" of by Parent and the Company (as that term is used in Rule 145 under the Securities Act); (b) ReservedCompany; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate duly executed on behalf of the Company by its Chief Executive Officer confirming the chief executive officer of the Company and containing the representation and warranty of the Company that the conditions set forth in Sections 6.1, 6.26.2 and 6.4 have been duly satisfied (the “Company Closing Certificate”); (d) a certificate (the “Merger Consideration Certificate”), 6.4 in form and substance reasonably satisfactory to Parent, duly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing: (i) (A) the aggregate amount, as of immediately prior to the Closing, of all unpaid Company Transaction Expenses; (B) the Net Working Capital and all amounts used in calculating the Net Working Capital; (C) the Working Capital Shortfall Amount, if any; (D) the Working Capital Surplus Amount, if any; (E) the Cash, (F) the Cash Items, (G) the Cash Surplus Amount, if any, (H) the Cash Shortfall Amount, if any, (I) the Adjusted Transaction Value; (J) the Fully Diluted Company Share Number; (K) the Per Share Escrow Amount with respect to each share of Outstanding Capital Stock and each share of Capital Stock subject to an Outstanding Vested Option; (L) the Per Share Amount; and (M) the Specified Fraction with respect to each share of Outstanding Capital Stock and each share of Capital Stock subject to an Outstanding Vested Option; (ii) with respect to each Person who is a stockholder of the Company immediately prior to the Effective Time: (A) the name and address of record and email address (to the extent available) of each such stockholder; (B) the number of shares of Outstanding Capital Stock of each class and series held by each such stockholder; (C) the consideration that each such stockholder is entitled to receive pursuant to Section 1.5 (on a certificate-by-certificate basis); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the Required shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(c); (E) the Pro Rata Shares and the cash amount to be withheld as part of the Securityholders’ Agent Amount with respect to the shares of Outstanding Capital Stock held by each such stockholder pursuant to Section 1.5(d); and (F) the net cash amount to be paid to each such stockholder by the Payment Agent upon surrender of such stockholder’s Company Vote Stock Certificates in accordance with Section 1.8 (after deduction of any amounts to be withheld as part of the Escrow Amount and the Securityholders’ Agent Amount by such stockholder and any Taxes to be withheld in accordance with Section 1.8(h)); (iii) with respect to each Outstanding Vested Option (after giving effect to any exercises of Options prior to the Effective Time): (A) the name and address of record of the holder thereof and email address (to the extent available); (B) the exercise price per share and the number, class and series of dissenters' rights onlyshares of Capital Stock subject to such Outstanding Vested Option; (C) the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); (D) the Pro Rata Share and 6.5 have the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Capital Stock subject to such Outstanding Vested Option pursuant to Section 1.6(a); (E) the total amount of Taxes to be withheld in accordance with Section 1.8(h) from the consideration that the holder of such Outstanding Vested Option is entitled to receive pursuant to Section 1.6(a); and (F) the net cash amount to be paid to the holder of such Outstanding Vested Option (after deduction of amounts to be withheld as part of the Escrow Amount by such holder and any Taxes to be withheld in accordance with Section 1.8(h)) pursuant to Section 1.6(a); (iv) with respect to each Warrant that is unexercised immediately prior to the Effective Time: (A) the name and address of record of the holder thereof and email address (to the extent available); (B) the exercise price per share and the number, class and series of shares of Capital Stock subject to such Warrant; (C) the consideration that the holder of such Warrant is entitled to receive pursuant to Section 1.6(c); (D) the Pro Rata Share and the cash amount to be withheld as part of the Escrow Amount with respect to the shares of Capital Stock subject to such Warrant pursuant to Section 1.6(c); and (E) the net cash amount to be paid to the holder of such Warrant (after deduction of amounts to be withheld as part of the Escrow Amount by such holder) pursuant to Section 1.6(c); (e) the written resignations described in Section 4.9 of each officer and director of each Acquired Company; (f) the Certificate of Merger, duly executed by the Company; (g) written acknowledgments pursuant to which the Acquired Companies’ outside legal counsel and any financial advisor, accountant or any other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any fees, compensation or reimbursement from any Acquired Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been duly satisfiedpaid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by any Acquired Company with respect to this Agreement or the transactions contemplated by this Agreement or otherwise; (h) the FIRPTA Statement executed by the Company; (i) the Pay Off Letters; and (j) certificates of good standing (or equivalents thereof) from the written resignations Secretary of all officers State of the State of Delaware and directors from positions each other jurisdiction set forth in Section 2.1(a) of the Disclosure Schedule as an officer and director of each to the good standing (or equivalent thereof) of the Acquired Corporations effective as Companies in such jurisdiction and payment of the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)all applicable Taxes.

Agreements and Documents. Parent shall have received the following agreements and documentsPROVIDENCE AND CACHE SHALL HAVE RECEIVED THE FOLLOWING AGREEMENTS AND DOCUMENTS (HEREIN REFERRED TO AS "TRANSACTION DOCUMENTS"), each of which shall be in full force and effectEACH OF WHICH WILL BE IN FULL FORCE AND EFFECT AS OF THE EFFECTIVE TIME: (ai) Affiliate Agreements in the form of Exhibit BARTICLES OF MERGER: (ii) DOCUMENTS INDICATING THAT PROVIDENCE HAS RECEIVED, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act)OR HAS RECEIVED A BINDING COMMITMENT FOR, THE EQUITY FINANCING; (biii) ReservedINVESTMENT REPRESENTATION LETTERS EXECUTED BY EACH OF THE CACHE SHAREHOLDERS; (civ) Release in the form of Exhibit C, executed by Lev LEGAL OPINIONS OF ▇. ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., DATED AS OF THE CLOSING DATE, OUTSTANDING IN THE FORMS ATTACHED HERETO AT EXHIBIT VII; (dv) Noncompetition Agreement in the form of Exhibit D, A certificate executed by Lev ▇. both parties and containing the representation and warranty of each party that each of the representations and warranties set forth in Section 2 and 3 are accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions (unless waived) set forth in Section 6 have been duly satisfied (the "Closing Certificate"); (vi) Written resignations of all officers and directors of PROVIDENCE, effective as of the Effective Time; (vii) Agreement with ▇▇▇▇▇▇; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of ▇ and Company, LLC to provide investment banking services for one year after the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfiedEffective Time; and (jviii) An Information Statement prepared in accordance with Regulation 14C shall have been filed with the written resignations of all officers SEC and directors from positions as an officer and director of each sent to the PROVIDENCE stockholders at least 20 days prior to the meeting of the Acquired Corporations effective as of PROVIDENCE stockholders called to approve this Agreement and the Effective Time (it being understood that such resignations by officers of the Company whose employment with the Company or Parent following the Effective Time shall be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of the Company's obligations under the Change of Control Agreements)Merger.

Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit B, executed by each Person who could reasonably be deemed to be an "affiliate" of the Company (as that term is used in Rule 145 under the Securities Act); (b) Reserved; (c) Release in the form of Exhibit C, executed by Lev ▇. ▇▇▇▇▇▇; (d) Noncompetition Escrow Agreement in the form of Exhibit D, executed by Lev ▇. ▇▇▇▇▇▇the Escrow Agent and the Stockholders’ Representative; (b) a General Release in the form of Exhibit E executed by each of the Key Stockholders of the Company and each of the Company’s officers and directors (other than those that are Key Stockholders); (c) a Proprietary Rights Agreement in the form of Exhibit F, executed by each Continuing Employee; (d) an offer letter in the standard form of Parent executed by each Key Employee set forth on Exhibit B; (e) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent, updating the "comfort" letter referred to in Section 5.13; (f) a letter from PricewaterhouseCoopers LLP, dated as of the Closing Date and addressed to the Company, reasonably satisfactory in form and substance to Parent and Ernst & Young LLP, to the effect that, after reasonable investigation, PricewaterhouseCoopers LLP is not aware of any fact concerning the Acquired Corporations or any of the stockholders or affiliates of the Acquired Corporations that could preclude the Company from being a "poolable entity" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that Ernst & Young LLP concurs with Parent's management's conclusion that the Merger may be accounted for as a "pooling of interests" in accordance with generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a legal opinion of Cool▇▇ ▇▇▇ward LLP dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Cool▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.12); (i) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4 (with respect to the Required Company Vote exercise of dissenters' rights only) and 6.5 have been duly satisfied; and (j) the written resignations of all officers and directors from positions as an officer and director of each of the Acquired Corporations Company, effective as of the Effective Time Time; (it being understood f) a certificate signed on behalf of the Company by the President of the Company representing and warranting that such resignations the conditions set forth in Section 7.1, Section 7.2 and Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (g) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Dodge LLP in the form of Exhibit G; (h) a certificate signed by the President of the Company certifying to his knowledge the accuracy in all respects of the Merger Consideration Spreadsheet; (i) a certificate, dated as of the Closing Date, signed by the Secretary of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent or resolutions duly approved by the board of directors and stockholders of the Company which authorize and approve the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, including the Merger (iv) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (v) certifying the incumbency, signature and authority of the officers of the Company whose employment with the Company authorized to execute, deliver and perform this Agreement and all Related Agreements executed or Parent following the Effective Time shall to be continuing shall not constitute a 45. 52 voluntary or an "Involuntary Termination" under the Change of Control Agreements and shall not effect in any manner any rights of any officer of the Company or any of executed by the Company's obligations under ; and (j) a Payoff Letter in the Change form of Control AgreementsExhibit J executed by each Person for whom Company Merger Costs are outstanding immediately prior to the Closing (the “Payoff Letters”).