Common use of Conditions to Each Party’s Obligations Clause in Contracts

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to consummate effect the Merger are Transactions will be subject to the satisfaction or waiver by following conditions (each of the Parties of the following conditions:which shall be determined and may be relied upon on an independent basis): (a) this Agreement and the Merger shall Clearwire Stockholder Approval will have been adopted by obtained in accordance with the requisite vote under applicable law of the stockholders of the Company DGCL and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Nasdaq rules; (b) the SEC shall have declared the S-4 Registration Statement effective; will have become effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall will have been issued and no proceeding Proceedings for that purpose, and no similar proceeding in respect of the Proxy Statement, shall purpose will have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule applicable Law will prohibit or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing prevent the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredTransactions; (d) the expiration or termination of the waiting period(s) period applicable to the consummation of the Transactions under the HSR Act and all other Act, the expiration or termination of any mandatory waiting period applicable material to the Transactions under any applicable foreign antitrustantitrust Laws, competition and merger lawsand, if anyapplicable, shall have expired the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or been terminatedwith respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the Parent Shares issuable to stockholders receipt of the Company FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement shall and upon conversion of the Class B Common Stock and the Class B Common Units will have been authorized approved for listing on Nasdaq or the NNM upon NYSE, subject only to official notice of issuance; (fi) The Company the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and Parent bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (i) Clearwire shall each have received a written an opinion from its tax counselTax Counsel, in form and substance reasonably satisfactory to itthe Parties, to the effect that for federal income tax purposes the Recapitalization and the Merger will constitute a reorganization qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals NewCo LLC shall have received an opinion from Tax Counsel, in form and consents which have been obtained shall substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be on terms that would not reasonably be expected to have treated as a Material Adverse Effect on the Companypartnership for U.S. federal income tax purposes; and (ho) there Clearwire shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the Merger execution and delivery of this Agreement and the other transactions contemplated hereby consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law“Credit Agreement Refinancing”), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) the Company shall have obtained (and shall have provided copies thereof to the Parent) the written consents of (i) all of the members of its Board of Directors, (ii) a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis), and (iii) sixty-six and two-thirds (66 2/3%) of the issued and outstanding shares of Company Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class, to approve the execution, delivery and performance by the Company of this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of other Transaction Documentation to which the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received is a written opinion from its tax counselparty, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinionsParent; (ib) the Parent, Split-Off Subsidiary and the Split-Off Purchaser shall have executed and delivered the Split-Off Agreement and a General Release Agreement, and all required approvals other documents anticipated by such agreements, and the Split-Off shall be effective immediately prior to the Effective Time; (c) the Split-Off Purchaser shall have surrendered to the Parent the certificates for Parent Common Stock representing the Share Contribution, duly endorsed to the Parent or consents in blank, with Medallion Signature Guaranteed stock powers; (d) the Parent shall have delivered to the Split-Off Purchaser certificates representing the Shares (as defined in the Split-Off Agreement) of any Governmental Entity stock of Split-Off Subsidiary deliverable to the Split-Off Purchaser under the Split-Off Agreement, duly registered in the name of the Split-Off Purchaser or third party as directed by the Split-Off Purchaser; (e) the Parent and the Company shall have completed all necessary legal due diligence to their reasonable satisfaction; (f) the employment agreements of M▇▇▇▇▇▇ ▇▇▇▇▇▇, as Chief Executive Officer, and B▇▇▇▇▇ ▇. Makes, as Chief Financial Officer, with the Company shall have been obtained assigned to and assumed by the Parent; and (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, g) the closing of at least the Minimum Amount of the Private Placement Offering shall have expired)occurred, exceptor shall occur simultaneously with the Closing, on the terms and conditions set forth in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the CompanySubscription Agreement; and (h) there each of the individuals set forth on Exhibit D to this Agreement shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable have executed and delivered to the Merger and the other transactions contemplated hereby (or Parent an agreement substantially in the case form of any statue, rule or regulation, awaiting signature or reasonably expected to become lawExhibit E attached hereto (the “Lock-Up and No-Shorting Agreements”), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger Closing are subject to the satisfaction or waiver by each of at or prior to the Parties Closing of the following conditions: (a) All consents, approvals and actions of, filings with and notices to any Governmental Authority necessary to permit the parties hereto to perform their respective obligations under this Agreement and to consummate the Merger transactions contemplated hereby shall have been adopted obtained in form and substance as contemplated by this Agreement, and shall remain in full force and effect, and any statutory waiting period applicable to the requisite vote under applicable law consummation of the stockholders transactions contemplated hereby shall have expired or been terminated and no such consents or approvals shall contain any conditions, restrictions or requirements which Purchaser Representative reasonably determines in good faith would, individually or in the aggregate, reduce the benefits, or increase the costs, to Purchasers of the Company and transactions contemplated by this Agreement by $250,000 or more and the issuance of Parent Shares in connection with this Merger shall have been approved for which there is no other remedy available to Purchasers hereunder as reasonably determined by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent Purchaser Representative (if necessaryany such condition, restriction or requirement, a “Burdensome Condition”);. (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (ci) no judgment, No order, decree, statute, law, ordinance, rule injunction or regulation, entered, enacted, promulgated, enforced or decree issued by any court or other Governmental Entity Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger transactions contemplated by this Agreement or making the Merger illegal (collectively, "RESTRAINTS") Transaction Documents shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Companypending; and , (hiii) there shall not be any no statute, rule, regulation, injunctionorder, order injunction or decreedecree shall have been proposed, enacted, enforced, promulgated, entered, issued promulgated or deemed applicable to enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company this Agreement or the Parent at or after the Effective Time.Transaction Documents;

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or waiver by prior to the Closing Date of each of the Parties of the following conditions, any or all of which may be waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) The transactions contemplated by this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved and adopted by the requisite vote Required Seller Vote. (i) Any applicable approvals or waiting periods required under the rules and regulations Antitrust Laws or foreign investment Laws of The Netherlands, the NNM by European Union or the stockholders of Parent (if necessary); (b) the SEC United States shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement expired or any part early termination thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect granted; (ii) the approvals of the Proxy Statement, AT and the FCC shall have been initiated received, and (iii) all other approvals or threatened in writing by the SEC; and all requests for additional information on the part of the SEC waiting periods required under any other Antitrust Law or foreign investment Law shall have been complied with obtained or expired, except for approvals the failures of which to have been obtained and waiting periods the reasonable satisfaction failures of which to have expired, do not and would not reasonably be expected to have, individually or in the Parties;aggregate, a Material Adverse Effect. (ci) no judgmentNo Governmental Authority shall have enacted, order, decree, statute, law, ordinance, rule or regulation, entered, enactedissued, promulgated, enforced or issued entered any Law (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the transactions contemplated by this Agreement; and (ii) no Governmental Authority shall have instituted any action or proceeding (which remains pending at what would otherwise be the Closing Date) before any court in The Netherlands, the European Union, the United States or any other country or before any other Governmental Entity Authority of competent jurisdiction seeking to enjoin, restrain or other legal restraint or prohibition preventing the otherwise prohibit consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to transactions contemplated by this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired)Agreement, except, in the case of consents the absence of which could (i) and (ii), for Laws, actions and proceedings that do not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Effect. (d) All authorizations, consents or approvals of a Governmental Authority (other than those specified in Section 9.01(b) hereof) required in connection with the Company execution and (ii) all such approvals delivery of this Agreement and consents which the performance of the obligations hereunder shall have been made or obtained, without any limitation, restriction or condition that has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except for such authorizations, consents or approvals, the failures of which to have been made or obtained shall be on terms that do not and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeEffect.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by each of the Parties Company, the Purchaser and the Stockholder Representative of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the The SEC shall have declared the S-4 Registration Statement effective; , and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued issued. (b) The Purchaser shall have held a the Purchaser Special Meeting in accordance with the Delaware General Corporation Law, Nasdaq Stock Market Rules and no proceeding for that purposethe Company’s Governing Documents, and no similar proceeding in respect the issuance of the Stockholder Merger Consideration shall have been submitted to the vote of the stockholders of the Purchaser at the Purchaser Special Meeting in accordance with the Proxy StatementStatement and shall have been approved by the requisite vote of the stockholders of the Purchaser at the Special Meeting (the “Required Purchaser Stockholder Approval”). (c) The Company Stockholder’s shall have held a Company Special Meeting in accordance with the NRS and the Company’s Governing Documents, and the execution and delivery of this Agreement and each Ancillary Document to which the Company is a party or bound, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including the Merger, shall have been initiated or threatened in writing approved by the SEC; and all requests for additional information on the part requisite vote of the SEC holders of Company Stock (the “Required Company Stockholder Approval”). (d) All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement, shall have been complied with to the reasonable satisfaction of the Parties;obtained or made. (ce) no judgmentThe Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 7.1(e) shall have each been obtained or made. (f) No Governmental Authority shall have enacted, order, decree, statute, law, ordinance, rule or regulation, entered, enactedissued, promulgated, enforced or issued entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement. (g) There shall not be any court pending Action brought by a third-party non-Affiliate to enjoin or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing otherwise restrict the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeClosing.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party to consummate complete the Merger are Transactions to be performed by it in connection with the Closing is subject to the satisfaction before or waiver by each of on the Parties Closing Date of the following conditions, any of which may be waived in whole or in part in writing by IESI-BFC on its own behalf, and by WSI on its own behalf, and which the Parties shall use their commercially reasonable efforts, as applicable, to satisfy as soon as practicable but in any event before the Outside Date: (a) this Agreement and 6.1.1. The applicable waiting period under the Merger HSR Act shall have expired or terminated, the Competition Act Approval shall have been adopted by the requisite vote under applicable law of the stockholders of the Company obtained, and this Agreement and the issuance of Parent Shares in connection with this Merger all other material Regulatory Approvals shall have been approved by obtained. 6.1.2. On the requisite vote under Closing Date, there shall be no Law or Order prohibiting or seeking to prohibit the rules and regulations Closing of the NNM Transactions and no Action by or before any Governmental Authority seeking to prohibit the stockholders Closing of Parent (if necessary);the Transactions. (b) the SEC 6.1.3. The Registration Statement shall have been declared the S-4 Registration Statement effective; effective and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall be in effect and no proceedings for such purpose shall be pending before the SEC. 6.1.4. The common shares of IESI-BFC to be issued in the Merger shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized conditionally approved for listing on the NNM upon Toronto Stock Exchange (subject only to the satisfaction of customary conditions) and the New York Stock Exchange (subject only to the occurrence of Closing and matters attendant thereto and official notice of issuance;). (f) 6.1.5. The Company and Parent WSI Stockholder Approval Matters shall each have received a written been approved at the WSI Stockholders Meeting. 6.1.6. WSI shall receive the opinion from its tax counselof Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to WSI, in form and substance reasonably satisfactory to itWSI, and IESI-BFC shall receive the opinion of Torys LLP, counsel to IESI-BFC, in form and substance reasonably satisfactory to IESI-BFC, each dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of IESI-BFC, Merger Sub and WSI, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that for federal income tax purposes (i) the Merger will constitute qualify as a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals WSI and consents which have been obtained shall IESI-BFC will each be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable “party to the Merger reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.1.6, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and Torys LLP shall each have received and may rely upon the other transactions contemplated hereby (or certificates and representations referred to in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeSection 5.21.3 hereof.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this This Agreement and the Merger shall have been approved and adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Company; (b) the The SEC shall have declared the S-4 Registration Statement effective; no . No stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesparties hereto; (c) no No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTSRestraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDED, HOWEVER, that each of the Parties parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the The waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated;; and (e) the The Parent Shares issuable to stockholders and other securityholders of the Company pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger (including the Substitute Options and Substitute Warrants) shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) the following matters shall have been duly approved by holders of more than 50% of Parent’s outstanding voting securities (as that term is defined in the Investment Company Act): (i) the amendment to Parent’s Organizational Documents to provide for a 1- for- 2 reverse stock split of the outstanding Parent Common Stock, (ii) the Reincorporation Merger Agreement and approve the Reincorporation Merger, (iii) this Agreement and the Merger Transactions contemplated hereby, (iv) the issuance of the Stock Consideration, (v) the issuance of Buyer Common Stock for a twelve (12) month period following the Closing at price below the then current net asset value and, (vi) (ii) the entry by the Buyer into an investment advisory agreement with Princeton Investment Advisors, LLC. (b) If approval of the matters listed in Section 5.1(a) are obtained by Stockholder Consent, the Information Statement shall have been adopted by the requisite vote under applicable law of mailed to the stockholders of the Company and this Agreement and the issuance of Parent Shares (in connection accordance with this Merger shall have been approved by the requisite vote under the rules and regulations Regulation 14C of the NNM by the stockholders of Parent (if necessary); (bExchange Act) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with at least 20 days prior to the reasonable satisfaction of the PartiesClosing; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or Order issued by any court Governmental Entity or other Governmental Entity of competent jurisdiction law preventing or other legal restraint or prohibition preventing making illegal the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredtransactions contemplated by this Agreement; (d) the waiting period(s) under Parent and the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, Partnerships shall have expired or been terminated;completed all necessary legal due diligence satisfactorily to each of them in their sole discretion; and (e) all Regulatory Approvals required by applicable law to consummate the Parent Shares issuable to stockholders of transactions contemplated by the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company obtained and Parent shall each have received a written opinion from its tax counsel, remain in form full force and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental statutory waiting periods, whether domestic, foreign or supranational, periods required by any applicable Laws in respect thereof shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations -------------------------------------- of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by received the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Requisite Stockholder Approvals; (b) the SEC shall have declared the S-4 Registration Statement effective; shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; SEC and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesremain in effect; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTSRestraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDEDprovided, HOWEVERhowever, that each of the Parties parties shall -------- ------- have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the expired; and each of Parent Shares issuable to stockholders of and the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its respective tax counselcounsel (▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, respectively), in form and substance reasonably satisfactory to itthem, to the effect that for federal income tax purposes the Merger will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDEDprovided, HOWEVERhowever, that if the counsel -------- ------- to one Party either Parent or the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party party if counsel for to the other Party party renders such opinionopinion to such party. The Parties parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or written waiver by each of the Parties of the following conditions: (a) this This Agreement and the Merger shall have been approved and adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Parent; (b) the The SEC shall have declared the S-4 Registration Statement effective; no . No stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties;. (c) no No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS"“Restraints”) shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDEDprovided, HOWEVERhowever, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the The waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated;; and (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement and such other shares required to be reserved for issuance in connection with the Merger (including the Substitute Warrants) shall have been authorized for listing on the NNM NCM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted received the Requisite Raptor Shareholder Approval by the requisite vote under applicable law of the stockholders of the Company and this Agreement Raptor Shareholders and the issuance of Parent Shares in connection with this Merger shall have been approved Requisite Axent Shareholder Approval by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Axent Shareholders; (b) the SEC Registration Statement shall have declared become effective in accordance with the S-4 Registration Statement effective; provisions of the Securities Act, and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; SEC and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesremain in effect; (c) no judgment, temporary restraining order, decree, statute, law, ordinance, rule preliminary or regulation, entered, enacted, promulgated, enforced permanent injunction or other order issued by any court or other Governmental Entity of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or making limiting or restricting in a materially adverse way Axent's conduct or operation of the business of the Surviving Corporation after the Merger illegal (collectivelyshall have been issued, "RESTRAINTS") nor shall be in effect; PROVIDEDany proceeding brought by any Governmental Entity, HOWEVER, that each seeking any of the Parties foregoing be pending; nor shall have used reasonable efforts there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to prevent the entry Merger which makes the consummation of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredthe Merger illegal; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, Axent shall have expired or been terminatedreceived all permits and other authorizations required under applicable state securities laws for the issuance of the Merger Shares; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement Axent shall have been authorized for listing on received the NNM upon official notice written opinion of issuance; (f) The Company its counsel and Parent Raptor shall each have received a the written opinion from its tax counselof counsel to Raptor, substantially in form the forms attached hereto as EXHIBITS H and substance reasonably satisfactory to itI respectively, to the effect that the Merger will be treated for federal income tax purposes the Merger will constitute as either (i) a reorganization within the meaning of Section 368(aSections 368(a)(i)(A) and 368(a)(2)(E) of the Code or (ii) if the Surviving Corporation is liquidated or merged upstream into Axent after the Merger and if such liquidation or merger is determined to be pursuant to the overall plan of reorganization contemplated hereby, as a tax-free reorganization within the meaning of Section 368(a)(1)(A) or 368(a)(1)(C) of the Code, depending upon whether the Surviving Corporation is merged upstream or liquidated after the Merger (in rendering such opinions shall not have been withdrawn; PROVIDEDcounsel may rely upon customary representations and certificates of Axent, HOWEVERthe Transitory Subsidiary, that if the counsel to one Party does not render such opinionRaptor and certain of their Shareholders, this condition shall nonetheless be deemed to be satisfied with respect in a form reasonably satisfactory to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinionscounsel); (if) all required approvals or consents of any Governmental Entity or third party the Merger Shares shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case approved for quotation on The Nasdaq National Market upon official notice of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeissuance.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are transactions contemplated by this Agreement is subject to the satisfaction satisfaction, on or waiver by each of prior to the Parties Closing Date, of the following conditions, which may be waived (to the extent the Closing may legally be effected despite the non-fulfillment of such condition) by mutual agreement of Parent and the Selling Parties’ Representative, as applicable: (a) this Agreement and the Merger Either (i) written approval shall have been adopted by received from FINRA with respect to the requisite vote under applicable law Partners FINRA Notice and, if applicable, the Broadpoint Capital FINRA Notice; or (ii) (A) thirty (30) calendar days shall have elapsed after the filing of the stockholders Partners FINRA Notice and, if applicable, the Broadpoint Capital FINRA Notice; (B) the Selling Parties or the Buying Parties shall have notified FINRA that the parties hereto intend to consummate the Closing without written approval from FINRA as contemplated by clause (i) above; (C) fifteen (15) calendar days shall have elapsed following such notice; and (D) FINRA shall not have indicated in writing that it is considering imposing Material Restrictions on Parent or any of its Subsidiaries (including the Surviving Company and its Subsidiaries) if the Closing is effected without written FINRA approval; for purposes of this Agreement and the issuance of Parent Shares Section 8.1(a), “Material Restrictions” shall mean any condition or restriction imposed in connection with this Merger shall have been approved by the requisite vote under Partners FINRA Notice and, if applicable, the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVERBroadpoint Capital FINRA Notice, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect material adverse effect (measured on a scale relative to the Company and its subsidiaries taken as a whole) on Parent or any of its Subsidiaries (ii) all such approvals including the Surviving Company and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become lawits Subsidiaries), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated hereby and by the Related Agreements shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Merger Closing of the following conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Merger Closing, and the representations and warranties of each such other party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Merger Closing date with the same effect as if made on that date; and each party shall have been adopted by received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the requisite vote under applicable law of the stockholders of the Company and this Agreement Related Agreements and the issuance transactions contemplated hereby and thereby (including any amendments to PTR's Declaration of Parent Shares in connection with this Merger Trust as may be required to allow consummation of such transactions) shall have been approved by the requisite affirmative vote under the rules and regulations of holders of two-thirds of the NNM by PTR Common Shares and the stockholders of Parent (if necessary)SCG Required Shareholders' Approval shall have been obtained; (bc) the SEC shall have declared the S-4 The PTR Registration Statement effective; and the SCG Warrant Registration Statement shall each have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the such effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and remain in effect and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, purpose shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredCommission; (d) the waiting period(s) under the HSR Act PTR and all other applicable material foreign antitrust, competition and merger laws, if any, SCG shall have expired received a study from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or been terminatedanother nationally recognized independent certified public accounting firm concluding that the accumulated earnings and profits for the SCG Subsidiaries as of December 31, 1996 and the projected earnings and profits of the SCG Subsidiaries for the period beginning January 1, 1997 and ending on the Merger Closing date are in the aggregate less than $5,000,000; (e) the Parent Shares issuable to stockholders Each of the Company pursuant to this Agreement PTR and SCG shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written favorable opinion from its tax counselof ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form and substance reasonably satisfactory to it, set forth in Exhibit VIII) to the effect that for federal income tax purposes the Merger mergers described in Section 2.1 each will constitute qualify as a reorganization within the meaning of Section 368(a) 368 of the Code and that each of PTR, the SCG Subsidiaries, and the subsidiary of PTR that shall be the surviving corporation in such opinions mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code; (f) PTR and SCG shall have received (i) an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII) that the performance of this Agreement will not jeopardize the status of PTR as a "real estate investment trust" under the Code or (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of PTR and an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of PTR as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated by this Agreement and the Related Agreements shall have been withdrawn; PROVIDEDissued and remain in effect (each party agreeing to use its best efforts to have any such injunction, HOWEVERorder or decree lifted); (h) All governmental consents, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel orders and approvals legally required for the other Party renders such opinion. The Parties to consummation of the transactions contemplated by this Agreement agree to make such reasonable and customary representations as requested by such counsel the Related Agreements shall have been obtained and be in effect at the Merger Closing (including PTR Required Statutory Approvals and SCG Required Statutory Approvals), and all consents, orders and approvals legally required for the purpose consummation of rendering such opinionsthe transactions contemplated by this Agreement and the Related Agreements shall have been obtained; (i) Each of the parties shall have acquired all material consents required approvals or consents of any Governmental Entity or from third party parties necessary to consummate the transactions contemplated by this Agreement; (j) All agreements set forth on Schedule 7.1 shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in terminated effective as of the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the CompanyClosing; and (hk) there SCG shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable have forgiven all indebtedness owing to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeit from each SCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated hereby and by the Related Agreements shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Merger Closing of the following conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Merger Closing, and the representations and warranties of each such other party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Merger Closing date with the same effect as if made on that date; and each party shall have been adopted by received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the requisite vote under applicable law of the stockholders of the Company and this Agreement Related Agreements and the issuance transactions contemplated hereby and thereby (including any amendments to SCI's Declaration of Parent Shares in connection with this Merger Trust as may be required to allow consummation of such transactions) shall have been approved by the requisite affirmative vote under the rules and regulations of the NNM by holders of a majority of the stockholders SCI Common Shares of Parent (if necessary);SCI and the SCG Shareholders' Approval shall have been obtained. (bc) the SEC shall have declared the S-4 The SCI Registration Statement effective; and the SCG Warrant Registration Statement shall each have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the such effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and remain in effect and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, purpose shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredCommission; (d) the waiting period(s) under the HSR Act SCI and all other applicable material foreign antitrust, competition and merger laws, if any, SCG shall have expired received a study from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or been terminatedanother nationally recognized independent certified public accounting firm concluding that the accumulated earnings and profits for the SCG Subsidiaries as of December 31, 1996 and the projected earnings and profits of the SCG Subsidiaries for the period beginning January 1, 1997 and ending on the Merger Closing date are in the aggregate less than $5,000,000; (e) the Parent Shares issuable to stockholders Each of the Company pursuant to this Agreement SCI and SCG shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written favorable opinion from its tax counselof ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form and substance reasonably satisfactory to it, set forth in Exhibit VIII) to the effect that for federal income tax purposes the Merger mergers described in Section 2.1 will constitute each qualify as a reorganization within the meaning of Section 368(a) 368 of the Code and that each of SCI, the SCG Subsidiaries, and the subsidiary of SCI that shall be the surviving corporation in such opinions mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code; (f) SCI and SCG shall have received (i) an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII) that the performance of this Agreement will not jeopardize the status of SCI as a "real estate investment trust" under the Code or (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of SCI and an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of SCI as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated by this Agreement and the Related Agreements shall have been withdrawn; PROVIDEDissued and remain in effect (each party agreeing to use its best efforts to have any such injunction, HOWEVERorder or decree lifted); (h) All governmental consents, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel orders and approvals legally required for the other Party renders such opinion. The Parties to consummation of the transactions contemplated by this Agreement agree to make such reasonable and customary representations as requested by such counsel the Related Agreements shall have been obtained and be in effect at the Merger Closing (including SCI Required Statutory Approvals and SCG Required Statutory Approvals), and all consents, orders and approvals legally required for the purpose consummation of rendering such opinionsthe transactions contemplated by this Agreement and the Related Agreements shall have been obtained; (i) Each of the parties shall have acquired all material consents required approvals or consents of any Governmental Entity or from third party parties necessary to consummate the transactions contemplated by this Agreement; (j) All agreements set forth on Schedule 7.1 shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in terminated effective as of the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the CompanyClosing; and (hk) there SCG shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable have forgiven all indebtedness owing to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeit from each SCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by each of at or prior to the Parties Closing of the following conditions: (a) this Agreement all authorizations, consents, registrations, notices or approvals required by third parties (other than Governmental Antitrust Entities) and the Merger set forth in Schedule 7.1(a) hereto shall have occurred or been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)obtained; (b) any waiting period (and any extension thereto) (i) applicable to the SEC consummation of the transactions contemplated by this Agreement under the HSR Act shall have declared expired or been terminated and (ii) approval by the S-4 Registration Statement effective; no stop order suspending the effectiveness European Commission of the S-4 Registration Statement or any part thereof transactions contemplated by this Agreement shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with obtained pursuant to the reasonable satisfaction of the PartiesEU Merger Regulation; (c) no judgment, order, decree, statute, law, ordinance, rule all waiting periods applicable to the transactions contemplated by this Agreement or regulation, entered, enacted, promulgated, enforced any Ancillary Agreement under any applicable other antitrust or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, law shall have expired or been terminated; , all filings required by law to be made prior to Closing by TRW or Buyer with, and all consents, approvals and authorizations required by law to be obtained prior to Closing by TRW or by Buyer from any Governmental Antitrust Entities under any applicable foreign antitrust or competition law (ecollectively, “Governmental Antitrust Consents”) in order to consummate the Parent Shares issuable to stockholders of the Company pursuant to transactions contemplated by this Agreement shall have been authorized made or obtained (as the case may be), except where the failure for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory such waiting periods to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed expire or to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree terminated, to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals filings, or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would Governmental Antitrust Consents, individually or in the aggregate, is not reasonably be expected likely to have a Material Adverse Effect on if the Company transactions contemplated by this Agreement were consummated to the extent legally permissible; (d) no provision of any applicable law or regulation and no judgment, injunction (ii) all such approvals and consents which have been obtained preliminary or permanent), order or decree that prohibits, makes illegal or enjoins the consummation of the transactions contemplated by this Agreement shall be on terms that would not reasonably be expected to have a Material Adverse Effect on in effect (each party taking any and all steps required by Section 6.3 and Section 6.4 of this Agreement), except where the Company; and (h) there shall not be any statute, rule, regulationapplicable law or regulation or judgment, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable decree is not reasonably likely to have more than an immaterial effect on the Business if the transactions contemplated by this Agreement were consummated to the Merger and extent legally permissible; and (e) the other transactions contemplated hereby (or Preliminary Transfers shall have been completed in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeaccordance with Schedule 2.1 hereto.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate close the Merger transactions contemplated by this Agreement are subject to expressly conditioned upon the satisfaction or waiver by each of the Parties of the following conditionsconditions precedent: (a) The approval by the applicable Governmental Authorities of (i) the transfer of, or the new applications for, the Required Licenses and (ii) any managers, members, or officers, directors or shareholders of Buyer Group, if such approval is required (together, the “Governmental Approvals”). Buyer or its assignee shall apply for the transfer of said licenses (or otherwise apply for new licenses) and use best efforts to seek such Governmental Approvals upon the execution of this Agreement. Seller shall cooperate with Buyer Group as reasonably necessary in order to obtain such Governmental Approvals. In the event that the Governmental Approvals are not obtained by May 31, 2007, either party shall have the right to terminate the Agreement pursuant to Section 20(b) hereof, in which event all parties shall be released from any liability under this Agreement and the Merger ▇▇▇▇▇▇▇ Money shall have been adopted by the requisite vote under applicable law be refunded to Parent, net of Seller’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred or accrued as of the stockholders date of termination. Buyer or its assignee shall file its completed application for change of ownership of the Company Required Licenses as soon as possible after the Agreement Date, and this Agreement and shall use best efforts to pursue the issuance Government Approvals of Parent Shares in connection with this Merger shall have been approved by said applications for the requisite vote under the rules and regulations transfer of the NNM by the stockholders ownership of Parent (if necessary);any Required Licenses so transferable from all appropriate licensing authorities. (b) The execution by Buyer Group and Seller of a sublease for the SEC shall have declared Business premises substantially in the S-4 Registration Statement effective; no stop order suspending form attached hereto as Exhibit C (the effectiveness “Sublease”), which will require obtaining the consent of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purposelandlord as described in Section 8 below, and no similar proceeding a lease for the adjacent parking lot substantially in respect the form attached hereto as Exhibit D (the “Parking Lot Lease”). The terms of the Proxy StatementSublease will be substantially the same as the terms and conditions of the Prime Lease (as defined in Section 8 below), shall have been initiated or threatened and the terms of the Parking Lot Lease will, among other things, provide for an aggregate monthly rental payment of $19,750.00/month through January 31, 2010 and thereafter as described in writing by the SEC; Parking Lot Lease. During the entire term of the Sublease and the Parking Lot Lease, Buyer Group will be responsible for all maintenance, insurance, Taxes, utilities and all requests for additional information on other costs, charges or levies of every nature whatsoever against the part leased premises related to the operation of the SEC shall have been complied with to the reasonable satisfaction of the Parties;Business. (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing Seller shall have obtained the consummation consent of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company landlord pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time8.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger, the Bank Merger are and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules of each of TRFC's and RBI's stockholders in accordance with applicable laws and regulations of and the NNM Amendment shall have been approved by the requisite vote of RBI's stockholders of Parent (if necessary)in accordance with applicable law and regulations; (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or Requisite Regulatory Approvals and any part thereof shall have been issued necessary regulatory consents and no proceeding for that purpose, and no similar proceeding in waivers with respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on and the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party transactions contemplated hereby shall have been obtained (and shall remain in full force and effect, and all relevant statutory, regulatory or other governmental statutory waiting periods, whether domestic, foreign or supranational, periods shall have expired); and all other consents, except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents waivers and approvals would not reasonably be expected of any third parties which are necessary to have a Material Adverse Effect on permit the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on TRFC and its Subsidiaries taken as a whole or in (ii) on RBI and its Subsidiaries taken as a whole. None of the case of approvals or waivers referred to herein shall contain any statue, rule term or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, condition which would have a Material Adverse Effect on (x) TRFC and its Subsidiaries taken as a whole or (y) RBI and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the Company consummation of the Merger, the Bank Merger or any other transactions contemplated by this Agreement; (d) no statute, rule or regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Parent at Merger, the Bank Merger or after any other transactions contemplated by this Agreement; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained; (f) RBI shall have received a letter, dated as of the Effective TimeDate, from its independent certified public accountants, reasonably satisfactory to RBI and TRFC, to the effect that the Merger shall be qualified to be treated as a pooling-of-interests for accounting purposes by RBI; (g) RBI shall have received the letter agreement referred to in Section 4.11 from each affiliate of TRFC; and (h) RBI shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of RBI Common Stock shall then be trading, subject only to official notice of issuance, the shares of RBI Common Stock to be issued by RBI in exchange for the shares of TRFC Common Stock.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction on or waiver by each of prior to the Parties Closing Date of the following conditionsconditions unless waived by such party: (a) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration or early termination of waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement Agreement, including under applicable federal and state securities laws, and including the Merger waiting period required by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and regulations promulgated thereunder (the "HSR Act"), shall have been filed, occurred or been obtained. (b) This Agreement shall have been approved and adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties;Acquisition Corp. (c) no judgment, No temporary restraining order, decree, statute, law, ordinance, rule preliminary injunction or regulation, entered, enacted, promulgated, enforced or issued by any court permanent injunction or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition order preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to transactions contemplated by this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company issued by any federal or state court and Parent shall each have received a written opinion from its tax counselremain in effect, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested no litigation brought by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity seeking the issuance of such an order or third party injunction shall be pending which, in the good faith judgment of the Company's or TSI's board of directors, has a reasonable probability of resulting in such order, injunction or damages. In the event any such order or injunction shall have been obtained (and all relevant statutoryissued, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall each party agrees to use its reasonable efforts to have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; andinjunction lifted. (hd) there shall not be any No statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), regulation shall have been enacted by any courtGovernmental Entity that makes the consummation of the transactions contemplated by this Agreement illegal, government prohibits TSI's ownership or governmental authority operation of all or agency a material portion of the business or legislative body, domestic, foreign or supranational, that couldassets of the Company, or could reasonably be expected tocompels TSI to dispose of or hold separate all or a material portion of the business or assets of the Company, have as a Material Adverse Effect on result of the transactions contemplated by this Agreement, or renders TSI or the Company or unable to consummate the Parent at or after transactions contemplated by this Agreement, except for any waiting period provisions. (e) TSI, each Stockholder, the Effective TimeStockholders' Representative and the Escrow Agent shall have entered into the Escrow Agreement.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted approved by the requisite vote under applicable law of the stockholders of the Company and this Agreement and in accordance with the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)WBCA; (b) the SEC Registration Statements shall have declared become effective in accordance with the S-4 Registration Statement effective; provisions of the Securities Act, and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof Statements shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; SEC and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesremain in effect; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing shall be in effect which (i) has the effect of making the consummation of the Merger or making the other transaction contemplated hereby illegal, (ii) materially restricts, prevents or prohibits consummation of the Merger illegal or any of the transactions contemplated hereby or (iii) would impair the ability of Parent to own the outstanding shares of the Surviving Corporation, or operate its businesses (including the businesses of the Surviving Corporation), following the Effective Time (collectively, "RESTRAINTSRestraints") ); and there shall not be in effectpending any suit, action or proceeding by any Governmental Entity or third party which would have any of the foregoing effects; PROVIDEDprovided, HOWEVERhowever, that each of the Parties parties shall have used their reasonable best efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger lawsAct, if anyapplicable, shall have expired or been terminatedexpired; (e) no Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunctions or arbitration award or finding (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits the Parent Shares issuable to stockholders consummation of the Company pursuant to Merger or any other transactions contemplated in this Agreement shall have been authorized for listing on the NNM upon official notice of issuanceAgreement; (f) The each of Parent and the Company and Parent shall each have received a written opinion from its respective tax counselcounsel (PricewaterhouseCoopers LLP and Snow Beck▇▇ ▇▇▇u▇▇ ▇.▇., respectively), in form and substance reasonably satisfactory to itthem, to the effect that the Merger will be treated for federal income tax purposes the Merger will constitute as a tax-free reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from Parent, HOWEVER, that if the counsel Company and Merger Sub in form and substance reasonably satisfactory to one Party does not render such opinion, this condition shall nonetheless be deemed tax counsel; (g) the Parent Shares to be satisfied with respect issued pursuant to such Party if counsel the Merger shall have been duly approved for trading on the other Party renders such opinion. The Parties NASDAQ, subject to this Agreement agree to make such reasonable official notice of issuance; (h) Company and customary representations as requested by such counsel for Barb▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll have executed an employment agreement substantially in the purpose form of rendering such opinions;Exhibit C hereto; and (i) all required approvals or consents of any Governmental Entity or third party shall Company and Caro▇ ▇▇▇▇▇▇ ▇▇▇ll have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, executed an employment agreement substantially in the case form of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeExhibit D hereto.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction or waiver by each of the Parties fulfillment of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by Company's stockholders and the Parent's stockholders of Parent (if necessary)in accordance with applicable law; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party transactions contemplated hereby shall have been obtained (and shall remain in full force and effect and all relevant statutory, regulatory or other governmental statutory waiting periods, whether domestic, foreign or supranational, periods in respect thereof shall have expired); and all other consents, except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents waivers and approvals would not reasonably be expected of any third parties which are necessary to have a Material Adverse Effect on permit the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain would not have a Material Adverse Effect (i) on the Company and its subsidiaries taken as a whole or in (ii) on the case Parent and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any statue, rule term or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, condition which would have a Material Adverse Effect on (x) the Company and its Subsidiaries taken as a whole or (y) the Parent at and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or after injunction of a court or agency of competent jurisdiction which enjoins or prohibits the Effective Timeconsummation of the Merger; (d) no statute, rule or regulation, shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained; and the shares of Parent Common Stock issuable pursuant to this Agreement shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; and (f) the Parent shall have received the agreement referred to in Section 4.12 from each affiliate of the Company, and the letters from the three persons referred to in the last sentence of Section 4.03(b).

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) the Company shall have obtained (and shall have provided copies thereof to the Parent) the written consents or approval from (i) all of the members of its Board of Directors and (ii) Company Stockholders holding Company Shares representing (x) at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger, voting as a single class on an as-converted basis and (y) at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger shall have been adopted held by disinterested Company Stockholders, voting as a separate class on an as-converted basis, in each case to approve the execution, delivery and performance by the requisite vote under applicable law Company of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with other Transaction Documentation to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of which the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received is a written opinion from its tax counselparty, in form and substance reasonably satisfactory to it, the Parent; (b) prior to the effect Closing, the Company and the Parent shall have in escrow in connection with the Private Placement Offering an amount of cash that for federal income tax purposes equals at least $3,500,002, and the conditions to the closing of such Private Placement Offering shall have been satisfied (other than the consummation of the Merger and those other conditions that, by their nature, will constitute a reorganization within be satisfied at the meaning of Section 368(a) Closing of the Code Private Placement Offering) and such opinions amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated by this Agreement); (c) the Company shall have provided evidence reasonably satisfactory to the Parent and the Acquisition Subsidiary of the termination of the Company agreements set forth on Schedule 5.1(c); (d) the Registration Rights Agreement executed by the parties thereto shall be in full force and effect and shall not have been withdrawn; PROVIDEDrevoked, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested rescinded or otherwise repudiated by such counsel for the purpose of rendering such opinionsparties; (ie) all required approvals or consents of any Governmental Entity or third party the Parent and ▇▇▇▇▇▇ Partners LLC shall each have been obtained (executed and all relevant statutory, regulatory or delivered to the other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, the Advisory Services Agreement in the case of consents form attached hereto as Exhibit D (collectively, the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company“Lucius Advisory Services Agreement”); and (hf) there shall not be is no order of any statute, rule, regulation, injunction, order court or decree, enacted, enforced, promulgated, entered, issued other Governmental Entity pending or deemed applicable to in effect restraining or prohibiting the Merger and completion of the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timehereby.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) the Company shall have obtained (and shall have provided copies thereof to the Parent) the written consents or approval from (i) all of the members of its Board of Directors, (ii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger, voting as a single class on an as-converted basis, (iii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Common Shares entitled to vote on this Agreement and the Merger shall have been adopted and (iv) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the requisite outstanding shares of each series of Company Preferred Shares entitled to vote under applicable law of the stockholders of the Company and on this Agreement and the issuance of Parent Shares Merger, in connection with this Merger shall have been approved each case to approve the execution, delivery and performance by the requisite vote under Company of this Agreement and the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with other Transaction Documentation to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of which the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received is a written opinion from its tax counselparty, in form and substance reasonably satisfactory to it, the Parent; (b) prior to the effect Closing, the Company and the Parent shall have in escrow in connection with the Private Placement Offering an amount of cash that for federal income tax purposes equals at least $39,000,000, and the conditions to the closing of such Private Placement Offering shall have been satisfied (other than the consummation of the Merger and those other conditions that, by their nature, will constitute a reorganization within be satisfied at the meaning of Section 368(a) Closing of the Code Private Placement Offering) and such opinions amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated by this Agreement); (c) the Company shall have provided evidence reasonably satisfactory to the Parent and the Acquisition Subsidiary of the termination of the Company agreements set forth on Schedule 5.1(c); and (d) the Registration Rights Agreement executed by the parties thereto shall be in full force and effect and shall not have been withdrawn; PROVIDEDrevoked, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested rescinded or otherwise repudiated by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeparties.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party to consummate effect the Merger are Swiss Transactions is subject to the satisfaction satisfaction, on or waiver by each of prior to the Parties Closing Date, of the following conditions, which may be waived by BRKR or Invest Shareholders: (a) this Agreement and the Merger The U.S. Closing shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)occurred; (b) The waiting periods (i) under the SEC HSR Act applicable to the consummation of the Transactions shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness expired or been terminated and all necessary Consents of any Governmental Authority required for consummation of the S-4 Registration Statement or any part thereof Transactions shall have been issued obtained and no proceeding for that purpose, and no similar proceeding in respect (ii) applicable to the consummation of the Proxy StatementTransactions and instituted by the European Commission and/or the European Union member states’ agencies shall have expired or been terminated and all requisite approvals, waiting or suspensory periods (and any extensions thereof), waivers, permits, consents, reviews, sanctions, orders, rulings, decisions, declarations, certificates and exemptions required for the consummation of the Transactions under any corresponding requirements of the European Union member states or competition regulatory authorities in other jurisdictions shall have been initiated or threatened in writing by the SECobtained; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties;and (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by There shall not be in effect any court or other Law of any Governmental Entity Authority of competent jurisdiction restraining, enjoining or other legal restraint or prohibition otherwise preventing the consummation of the transactions contemplated by this Swiss Merger Agreement or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each any of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered;Ancillary Agreements. (d) A ruling of the waiting period(s) under Merger Documents from the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, Commercial Register shall have expired or been terminatedreceived, confirming that the Merger Documents are in line with Swiss law and that the Merger Filing will be registered in the Commercial Register upon the filing of the Merger Documents; (e) the Parent Shares issuable A confirmation of a specially qualified auditor pursuant to stockholders Article 25(2) of the Company pursuant to this Agreement Merger Act shall have been authorized for listing on received from Invest and the NNM upon official notice Merger Sub confirming that there are no known or expected claims of issuanceInvest which could be jeopardized due to the Merger; (f) The Company A confirmation of Invest and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party Sub shall have been obtained (and all relevant statutoryissued confirming that consultation proceedings with the employee representatives, regulatory or other governmental waiting periodspursuant to Article 28 of the Merger Act, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Companytaken place; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate effect the Merger are Contemplated Transactions will be subject to the satisfaction fulfillment at or waiver by prior to the Closing of each of the Parties of the following conditions: (a) this Agreement The waiting period applicable to the consummation of the Acquisition under the HSR Act and any applicable waiting periods under the Merger shall Other Antitrust Laws will have expired or been terminated and all other Authorizations and Orders of, declarations and filings with, and notices to any Governmental Entity required to permit the consummation of the Contemplated Transactions will have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);obtained or made. (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, No temporary restraining order, decree, statute, law, ordinance, rule preliminary or regulation, entered, enacted, promulgated, enforced or issued by any court permanent injunction or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition Order preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") Contemplated Transactions shall be in effect; PROVIDED, HOWEVER, that each . No Applicable Law shall have been enacted or shall be deemed applicable to the Acquisition which makes the consummation of the Parties shall Contemplated Transactions illegal. (c) The Shareholder will have received, and the Company, the Purchaser and the Noteholder will have received a copy of the opinion from the Shareholder’s financial advisor that was rendered to the Shareholder that (i) the consideration to be received by the Shareholder in the Contemplated Transactions is fair to the Shareholder from a financial point of view and (ii) the consideration to be received by the Shareholder is at least equal to the fair market value (as such term is used reasonable efforts in determining “adequate consideration” under Section 3(18) of ERISA) of the stock to prevent be sold by the entry Shareholder in the Contemplated Transactions as of such Restraints and to appeal as promptly as possible any such Restraints that may be entered;the Closing Date. (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, The Trustee shall have expired or been terminated;determined, in the exercise of its fiduciary discretion under ERISA, that the consummation of the Contemplated Transactions is prudent, is for the exclusive purpose of providing benefits to participants and beneficiaries of the ESOP, and does not constitute a “prohibited transaction” under ERISA nor otherwise violate ERISA, and the Trustee shall have delivered to each of the other Parties hereto a certificate to such effect. (e) the Parent Shares issuable to stockholders All of the Company pursuant actions contemplated by Section 8.1 to this Agreement shall be taken prior to the Closing will have been authorized for listing on the NNM upon official notice of issuance; (f) The Company taken, will be in full force and Parent shall each have received a written opinion from its tax counsel, in form effect and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested rescinded or amended or enjoined by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents an Order of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in as of the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeClosing Date.

Conditions to Each Party’s Obligations. The respective obligations of each Party -------------------------------------- Company, Merger Partner, Media Communications and Sub to consummate effect the Merger are shall be subject to the satisfaction (or waiver to the extent permitted by law, waiver) on or prior to the Closing Date of each of the Parties of the following conditions, but subject to the provisions of Section 8.2(b) hereof: (a) this This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote under applicable law or consent of the stockholders holders of at least two-thirds (2/3rds) of the outstanding shares of Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);Common Stock. (b) the SEC The FCC shall have declared granted the S-4 Registration Statement effective; no stop order suspending FCC Consent as defined in Section 5.4 hereof without the effectiveness imposition of the S-4 Registration Statement any condition materially adverse to Company, its shareholders, Merger Partner, Media Communications or Sub (or any part thereof of their affiliates) (provided that the party burdened by such condition shall have been issued and no proceeding for that purpose, and no similar proceeding the right to waive this condition precedent in respect of such adverse condition without the Proxy Statement, consent of any party not burdened by such conditions) and such FCC Consent shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part become a Final Order. "Final Order" means action of the SEC shall have been complied with FCC which is no longer subject to reconsideration or court review under the reasonable satisfaction provisions of the Parties; Communications Laws and with respect to which no timely filed request for administrative or judicial review or stay is pending and as to which the time for filing any such request, or for the FCC to set aside the action on its own motion, has expired. All other consents, authorizations, orders and approvals of (cor filings or registration with) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court governmental authority or other Governmental Entity regulatory body required in connection with the execution, delivery and performance of competent jurisdiction or other legal restraint or prohibition preventing this Agreement, the failure to obtain which would prevent consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired a Company Material Adverse Effect or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which Merger Partner, shall have been obtained shall be on terms that would not reasonably be expected to have without the imposition of any condition having a Company Material Adverse Effect or a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimePartner.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are transaction contemplated by this agreement shall be subject to the satisfaction or waiver by of each of the Parties of following conditions precedent at or prior to the following conditionsClosing Date except to the extent that they, in their absolute discretion, waive any one or more thereof, in whole or in part, as set forth in Section 10.15: (a) this Agreement There shall not have been instituted and the Merger there shall not be pending any action or proceeding by a Governmental Entity, and no such action or proceeding shall have been adopted threatened by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection a Governmental Entity, with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement authority to institute such an action or any part thereof shall have been issued and no proceeding for that purposeproceeding, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by before any court or other Governmental Entity of competent jurisdiction or governmental agency or regulatory or administrative body, and no order or decree shall have been entered in any action or proceeding before such court, agency or body, (a) imposing or seeking to impose limitations on the ability of Parent or Buyer to acquire or hold or to exercise full rights of ownership of any assets or securities of Seller; (b) imposing or seeking to impose limitations on the ability of Parent or Buyer to combine and operate the Business and Assets of Seller with any of Parent, Buyer or their Subsidiaries or other legal restraint operations; (c) imposing or prohibition preventing seeking to impose other sanctions, damages or liabilities arising out of the transaction contemplated by this agreement on Parent, Buyer or Seller or any of their Affiliates; (d) requiring or seeking to require divestiture by Buyer of all or any material portion of the Business, assets or property of Seller; or (e) restraining, enjoining or prohibiting or seeking to restrain, enjoin or prohibit the consummation of the Merger or making the Merger illegal (collectivelytransaction contemplated by this agreement, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), exceptwhich, in the case of consents the absence of which could not claims (a) through (d) above, would or is reasonably likely to result in civil a Seller Material Adverse Effect at or prior to the Closing Date or a Buyer Material Adverse Effect at, prior to or after the Closing Date or which, with respect to clauses (a) through (e) above, would or is reasonably likely to subject them or any of their respective affiliates to substantial penalties or criminal sanctions being imposed on liability; provided, however that prior to invoking this condition the party seeking in invoke it shall have used its commercially reasonable efforts to have any such action or proceeding dismissed or such order or decree vacated. (b) All consents, waivers, approvals and authorizations required to be obtained, and all filings or notices required to be made, by Buyer, Seller and Shareholder prior to consummation of the transaction contemplated in this agreement shall have been obtained from and made with all required Governmental Entities, except for such consents, waivers, approvals or authorizations which the failure to obtain, or such filings or notices which the failure to make, would not have a Seller Material Adverse Effect prior to or after the Closing Date or a Buyer Material Adverse Effect after the Closing Date or be reasonably likely to subject Seller, Shareholder, Parent or the Surviving Corporation Buyer or any of their respective affiliates, where the failures officers or directors to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order substantial penalties or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timecriminal liability.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are purchase and sale of the Note and their other respective obligations under this Agreement shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Closing Date of the following conditions: (a) All Required Filings and Approvals required to be obtained prior to the Closing Date solely for this Agreement Agreement, the Ancillary Documents and the Merger Amended and Restated Bylaws and the election of designees of Donegal Mutual as a majority of the members of the Board of Directors of Sheboygan Falls shall have been adopted by obtained and not rescinded or adversely modified or limited as set forth in the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger proviso below or, if merely required to be filed, such filings shall have been approved made and accepted, and all waiting periods prescribed by the requisite vote under the rules and regulations applicable Law shall have expired or been terminated in accordance with applicable Law; provided that such approvals shall not contain any conditions or limitations that compel or seek to compel Sheboygan Falls to dispose of all or any portion of the NNM by business or Assets of Sheboygan Falls or impose or seek to impose any limitation on the stockholders ability of Parent (if necessary)Sheboygan Falls to conduct its business or own its Assets after the Closing Date in substantially the same manner as Sheboygan Falls may presently conduct its business or own its Assets; (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement No Order entered or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated Law promulgated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued enacted by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing shall be in effect that would prevent the consummation of the Merger purchase or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each sale of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired Note or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby and no Proceeding brought by a Governmental Entity shall have been commenced and be pending that seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby or that otherwise questions the validity or legality of any such transaction; and (c) There shall be no pending or threatened litigation initiated by a private party seeking to restrain, prevent, rescind or change the terms of this Agreement or the sale of the Note or to obtain damages in connection with this Agreement or the consummation thereof or with the sale of the Note that, in the case reasonable opinion of any statueSheboygan Falls, rule makes it inadvisable to proceed with this Agreement or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on with the Company or sale of the Parent at or after the Effective TimeNote.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction or waiver by each of the Parties fulfillment of the following conditions, none of which may be waived: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger transactions contemplated hereby shall have been approved by the requisite vote under the rules of Seller's stockholders in accordance with applicable law and regulations of the NNM by the stockholders of Parent (if necessary)regulations; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party transactions contemplated hereby shall have been obtained (and shall remain in full force and effect and all relevant statutory, regulatory or other governmental statutory waiting periods, whether domestic, foreign or supranational, periods in respect thereof shall have expired); and all other permits, exceptconsents, in waivers, clearances, approvals, authorizations of and filings with regulatory or governmental bodies and any third parties which are necessary to permit the case consummation of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (shall have been obtained or in made. None of the case of approvals or waivers referred to herein shall contain any statue, rule term or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, condition which would have a Material Adverse Effect on (x) Seller and its Subsidiaries taken as a whole or (y) Purchaser and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the Company consummation of the Merger, the Bank Merger or any other transaction contemplated by this Agreement, and no judgment, order or decree of any court shall be in effect, and no statute or rule, and no applicable order or regulation of any governmental agency shall be in effect that would have or is reasonably likely to have a Material Adverse Effect on Seller or its Subsidiaries; and (d) no statute, rule, regulation, order injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Parent at Merger, the Bank Merger or after the Effective Timeany other transaction contemplated by this Agreement.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Effective Time of the following conditions, none of which may be waived: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM holders of the Seller Common Stock at the Shareholder Meeting in accordance with applicable law and by the stockholders sole shareholder of Parent (if necessary)ST-Bank; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the SEC transactions contemplated hereby shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesexpired; (c) no judgment, party hereto shall be subject to any order, decree, statute, law, ordinance, rule decree or regulation, entered, enacted, promulgated, enforced or issued by any injunction of a court or other Governmental Entity agency of competent jurisdiction which enjoins or other legal restraint or prohibition preventing prohibits the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredMerger; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, SouthTrust shall have expired received all federal and state securities laws or been terminated"Blue Sky" permits or other authorizations or confirmations as to the availability of exemptions from registration requirements, as may be necessary to issue the SouthTrust Common Stock pursuant to the terms of this Agreement; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement Registration Statement, if applicable, shall have been authorized declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for listing on such purpose shall be pending or threatened by the NNM upon official notice of issuanceSEC; (f) the shares of SouthTrust Common Stock issuable pursuant to the Merger shall have been approved for listing on The Company and Parent Nasdaq National Market; and (g) each party shall each have received a written the opinion from its tax counselof Muld▇▇▇, in form and substance reasonably satisfactory to it▇▇▇▇▇▇ & ▇auc▇▇▇▇, ▇▇ted the date of the Closing, to the effect that the Merger will be treated for federal income tax purposes the Merger will constitute as a reorganization within the meaning of Section 368(a368(a)(1)(C) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeCode.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate the Merger are transactions contemplated by this Agreement is subject to the satisfaction satisfaction, or waiver by each of the Parties Enterprises, Coke Northeast, TCCC and BIH, of the following conditions: (a) this Agreement and the Merger No action, suit or proceeding shall have been adopted by the requisite vote under applicable law be pending before any court or quasi-judicial or administrative agency of any federal, national, state, provincial, or local jurisdiction which would be reasonably expected to: (i) prevent consummation of the stockholders purchase and sale of the Company KONY Shares contemplated herein; (ii) cause such purchase and this Agreement and sale to be rescinded following its consummation; or (iii) materially modify the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations terms of the NNM purchase and sale of the KONY Shares or result in material damage or Loss (as defined below) to any party hereto as a result of the purchase and sale of the KONY Shares. The pendency of an action, suit or proceeding relating to any tender offer for shares of common stock of Coca-Cola Beverages Ltd. initiated by Enterprises or its affiliates will not prevent the stockholders condition set forth in this paragraph (a)from being satisfied unless such action, suit or proceeding challenges the purchase and sale of Parent (if necessary);the KONY Shares contemplated herein, and such challenge could not be eliminated by a termination or withdrawal by Enterprises or its affiliates of such tender offer. (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, No order, decree, statute, law, ordinance, rule injunction or regulation, entered, enacted, promulgated, enforced or decree issued by any court or other Governmental Entity agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") transactions contemplated hereby shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any No statute, rule, regulation, injunctionorder, order injunction or decree, decree shall have been enacted, enforced, promulgated, entered, issued promulgated or deemed applicable to enforced by any Governmental Authority (as hereinafter defined) which prohibits, materially restricts or makes illegal consummation of the Merger and the other transactions contemplated hereby (or hereby. As used in this Agreement, the case of term "Governmental Authority" means any statuenational, rule or regulationfederal, awaiting signature or reasonably expected to become law)provincial, by any courtstate, government or governmental authority or agency or legislative body, domesticlocal, foreign or supranationalinternational court, that couldgovernment, department, commission, board, bureau, agency, official or could reasonably be expected toother regulatory, have a Material Adverse Effect on the Company administrative or the Parent at or after the Effective Timegovernmental authority.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate the Merger are sale of Shares and the other transactions contemplated hereby shall be subject to the satisfaction fulfillment or waiver by each of at or prior to the Parties Closing Date of the following conditions: (a) this Agreement the Overbid Procedures Order and the Merger Section 363/365 Order shall have been adopted entered by the requisite vote under applicable law of the stockholders of the Company Bankruptcy Court, and this Agreement and the issuance of Parent Shares in connection with this Merger each such order shall not have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); i) stayed or reversed or (bii) the SEC shall have declared the S-4 Registration Statement effectivemodified or amended in a materially adverse manner to either Seller or Purchaser without such party's consent; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule injunction or regulation, entered, enacted, promulgated, enforced or decree issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") transactions contemplated by this Agreement shall be in effect; PROVIDED. No proceeding initiated by any Governmental Entity seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, HOWEVERrule, that each regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, restricts or makes illegal consummation of the Parties transactions contemplated hereby; (b) all consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the execution, delivery and performance of this Agreement shall have used reasonable efforts been obtained or made and shall remain in full force and effect (as the case may be), except for filings and any other documents required to prevent be filed after the entry of such Restraints Closing and except where the failure to appeal as promptly as possible have obtained or made any such Restraints that may be enteredconsent, authorization, order, approval, filing or registration would not have a Material Adverse Effect (all such consents, authorizations, orders, approvals, filings and registrations being referred to herein as the "Requisite Regulatory Approvals"); (c) the transactions contemplated by the Settlement Agreements shall have been consummated (including the execution and delivery of the GenAm Option Agreement and the Value Confidentiality Agreement); (d) any waiting period applicable to the waiting period(s) transactions contemplated hereby under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate effect the Merger transactions contemplated by this Agreement are subject to the satisfaction fulfillment, on or waiver by prior to the Closing Date, of each of the Parties following conditions (any or all of which may be waived by a Party in whole or in part to the following conditions:extent permitted by Applicable Law): (a) this Agreement 7.3.1 the waiting period under the HSR Act shall have expired or been terminated and any other approvals of Governmental Bodies required to consummate the Merger transactions contemplated hereby shall have been adopted by the requisite vote under applicable law of the stockholders of the Company obtained and this Agreement shall remain in full force and the issuance of Parent Shares effect and all statutory waiting periods in connection with this Merger respect thereof shall have expired; 7.3.2 no Applicable Law or Order shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulationenacted, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction Body, and no litigation, proceeding or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be pending, threatened or in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (c) affect adversely the right of the Purchaser to own the Shares or to operate the business of the Company; 7.3.3 a Material Adverse Effect on Transition Services Agreement by and between the Purchaser and the Seller (to be in a form mutually acceptable to the Parties, the “Transition Services Agreement”) with respect to certain transition services reasonably requested by (a) the Seller from the Purchaser in order to allow a certain Employee to complete tasks “in process” as of the Closing Date; and (b) the Purchaser from the Seller in order for the Purchaser to operate the Company’s business in the Ordinary Course of Business following the Closing, with such transition services as it relates to this subsection (b) to include services relating to payroll, information technology, and accounts receivable and accounts payable services from the Seller’s Shared Services Center (SSC) in Ann Arbor, Michigan; and 7.3.4 a license agreement by and between the Company and the Seller (ii) all such approvals and consents which have been obtained shall to be on terms that would not reasonably be expected to have in a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable form mutually acceptable to the Merger and parties) with respect to the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected Seller’s grant to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeof a license to use United States Patents No. 5,145,323 and No. 5,238,369 entitled “Liquid Level Control With Capacitive Sensors.”

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate this Agreement to effect the Merger are and the other Transactions shall be subject to the satisfaction or, to the extent waivable, waiver at or waiver by each of prior to the Parties Closing of the following conditions: (a) this Agreement and At the Merger Special Meeting (including any adjournments thereof), the Required SPAC Shareholder Matter shall have been duly adopted by the requisite vote under applicable law of SPAC Shareholders in accordance with the stockholders of Cayman Companies Act, the Company and this Agreement SPAC’s Governing Documents and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the Nasdaq rules and regulations of the NNM by the stockholders of Parent (if necessary);regulations, as applicable. (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof The Company Shareholder Approval shall have been issued obtained in accordance with applicable law and no proceeding for that purposethe Governing Documents of the Company. (c) All applicable waiting periods (and any extensions thereof) under Antitrust Laws will have expired or otherwise been terminated. (d) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no similar proceeding in respect temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Proxy Statement, Transactions will be in effect or shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other a Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated;jurisdiction. (e) The shareholders of SPAC shall have voted to amend and restate the Parent Shares issuable to stockholders articles of association of SPAC in the form of the Company pursuant Amended and Restated Articles as of immediately prior to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;Effective Time. (f) The Company and Parent Registration Statement shall each have received a written opinion from its tax counsel, become effective in form and substance reasonably satisfactory to it, to accordance with the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) provisions of the Code Securities Act, and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if be subject to any stop order or proceeding (or threatened proceeding by the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied SEC) seeking a stop order with respect to such Party the Registration Statement. (g) The shares constituting the Merger Consideration shall be approved for listing upon the Closing on the Listing Exchange. (h) The 103K Tax Ruling (or, if counsel for sought by the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable Company in accordance with Section 6.04, the 104H Interim Tax Ruling) and customary representations as requested by such counsel for the purpose of rendering such opinions;Israeli Option Tax Ruling shall have been obtained from the ITA and be in effect. (i) all required approvals or consents At least fifty (50) days shall have elapsed after the filing of any Governmental Entity or third party the Merger Proposal with the Companies Registrar and at least thirty (30) days shall have elapsed after the Company Shareholder Approval has been received. (j) The ISA Exemptions shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeobtained.

Conditions to Each Party’s Obligations. The respective obligations of each Party at the Closing to consummate effect the Merger are Transactions will be subject to the satisfaction or waiver by following conditions (each of the Parties of the following conditions:which shall be determined and may be relied upon on an independent basis): (a) this Agreement and the Merger shall Clearwire Stockholder Approval will have been adopted by obtained in accordance with the requisite vote under applicable law of the stockholders of the Company DGCL and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Nasdaq rules; (b) the SEC shall have declared the S-4 Registration Statement effective; will have become effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall will have been issued and no proceeding Proceedings for that purpose, and no similar proceeding in respect of the Proxy Statement, shall purpose will have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule applicable Law will prohibit or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing prevent the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredTransactions; (d) the expiration or termination of the waiting period(s) period applicable to the consummation of the Transactions under the HSR Act and all other Act, the expiration or termination of any mandatory waiting period applicable material to the Transactions under any applicable foreign antitrustantitrust Laws, competition and merger lawsand, if anyapplicable, shall have expired the receipt of any Consents required under any applicable foreign antitrust Laws, in each case, without the imposition of any Burdensome Condition on or been terminatedwith respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (e) the Parent Shares issuable to stockholders receipt of the Company FCC Consent for the consummation of the Transactions without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (f) the receipt of any Consent required by any applicable foreign Governmental Authorities governing telecommunications services without the imposition of any Burdensome Condition on or with respect to such Party or over which such Party has an approval right pursuant to Section 10.3(d); (g) no effective injunction, writ or preliminary restraining order or any order of any nature will have been issued by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Transactions as provided in this Agreement; (h) the Class A Common Stock required to be issued in the Merger and to Google under this Agreement shall and upon conversion of the Class B Common Stock and the Class B Common Units will have been authorized approved for listing on Nasdaq or the NNM upon NYSE, subject only to official notice of issuance; (fi) The Company the Certificate of Merger will have been filed with the Delaware Secretary of State; (j) NewCo’s certificate of incorporation and Parent bylaws will have been amended to be in the form attached to this Agreement as Exhibits B and C, respectively; (k) NewCo LLC’s limited liability company agreement will have been amended to be in the form attached hereto as Exhibit E; (l) Clearwire Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit F; (m) Sprint Sub LLC’s limited liability company agreement will be in the form attached hereto as Exhibit G; (n) (i) Clearwire shall each have received a written an opinion from its tax counselTax Counsel, in form and substance reasonably satisfactory to itthe Parties, to the effect that for federal income tax purposes the Recapitalization and the Merger will constitute a reorganization qualify as tax-free reorganizations of Clearwire within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals NewCo LLC shall have received an opinion from Tax Counsel, in form and consents which have been obtained shall substance reasonably satisfactory to the Parties (other than those Parties who make their entire Investment into NewCo in accordance with Section 4.2) to the effect that, following the Closing, NewCo LLC should be on terms that would not reasonably be expected to have treated as a Material Adverse Effect on the Companypartnership for U.S. federal income tax purposes; and (ho) there Clearwire shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable have received written consents of the Required Lenders (as defined in the Credit Agreement) under the Credit Agreement to the Merger execution and delivery of this Agreement and the other transactions contemplated hereby consummation of the Transactions (the “Credit Agreement Consent”) or all principal, accrued interest and premium, if any, outstanding under such Credit Agreement immediately prior to the Closing shall have been refinanced in full in accordance with this Agreement (the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law“Credit Agreement Refinancing”), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated thereby shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Closing Date of the following conditions: (a) this This Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger transactions contemplated hereby shall have been approved in the manner required by applicable law by the requisite vote under the rules and regulations holders of the NNM by the stockholders issued and outstanding shares of Parent (if necessary);capital stock of HTI and of Acquirer. (b) No party to this Agreement shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness consummation of the S-4 Registration Statement transactions contemplated by this Agreement. In the event any such order or any part thereof injunction shall have been issued issued, each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed. The party that is not subject to any such action shall have the right to cancel this Agreement and no proceeding for transaction in the event that purposethe closing is delayed by a period greater than three weeks. (c) No material action, and no similar proceeding in respect of the Proxy Statementsuit, proceeding, or investigation involving either party shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered;continuing,. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the waiting period(s) under the HSR Act execution, delivery, and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders performance of the Company pursuant to this Agreement shall have been authorized obtained or made, except for listing on filings required or agreed herein to be filed after the NNM upon official notice Closing Date. (e) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of issuance;the transactions contemplated hereby or cause any such transaction to be declared unlawful or rescinded or that could reasonably be expected to cause a HTI Material Adverse Effect or a Material Adverse Effect. (f) The Company All documents and Parent instruments to be delivered by the parties in connection with the transactions contemplated hereby shall each have received a written opinion from its tax counsel, be in form and substance reasonably satisfactory to itthe parties and their respective counsel, to and the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(aparties shall have received such other documents and instruments as they may reasonably request in connection therewith. (g) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties Each party to this Agreement agree shall have completed to make its satisfaction, due diligence investigation on the other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (h) Each party to this Agreement shall have provided the information necessary to complete the Schedules and Exhibits to this Agreement and the Schedules and Exhibits must be completed and the information contained therein must be satisfactory to each party to this Agreement, in each such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;party's sole discretion. (i) all required approvals or consents This Agreement shall be modified and amended to reflect changes, provisions, terms and conditions agreed upon by the parties hereto prior to the Closing. (j) None of any Governmental Entity or third party these transactions contemplated hereby shall have been obtained (enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and all relevant statutory, regulatory no suit or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in proceeding challenging the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (shall have been threatened or in the case of any statue, rule instituted and no investigative or regulation, awaiting signature or reasonably expected to become law), other demand shall have been made by any courtfederal or state governmental branch, government agency, commission or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeregulatory authority.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger transactions contemplated by this Agreement are subject to the satisfaction fulfillment (or, in the case of Section 8.3(b)(ii) and Section 8.3(d), deferral in accordance with Sections 8.4 through 8.11), on or waiver by prior to the Closing Date, of each of the Parties following conditions (any or all of which may be waived in writing by a party in whole or in part to the following conditions:extent permitted by applicable Law): (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law The terms of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved transactions contemplated by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) approved at an extraordinary general meeting of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if shareholders of Invensys as required by the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for United Kingdom Listing Rules (the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;“Class 1 Condition”). (i) all required The consents, waivers or approvals of or consents of any other authorizations from Governmental Entity or third party Bodies set forth on Schedule 8.3(b)(i) Part I shall have been obtained (and shall remain in full force and effect and all relevant statutory, regulatory or other governmental statutory waiting periods, whether domestic, foreign or supranational, periods in respect thereof shall have expired), except, in and the case of consents the absence of which could not result in civil filings or criminal sanctions being imposed notifications set forth on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to Schedule 8.3(b)(i) Part II shall have a Material Adverse Effect on the Company been made; and (ii) all such the consents, waivers or approvals and consents which of or other authorizations from Governmental Bodies set forth on Schedule 8.3(b)(ii) (the “Specified Governmental Consents”) shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired. (c) No Order issued by any Governmental Body (other than a Specified Governmental Body) of competent jurisdiction with valid enforcement authority restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; andin effect. (hd) there shall not be No Order issued by any statuteSpecified Governmental Body of competent jurisdiction with valid enforcement authority restraining, rule, regulation, injunction, order enjoining or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to otherwise prohibiting the Merger and consummation of the other transactions contemplated hereby by this Agreement shall be in effect (or in the case of any statue“Specified Orders” and, rule or regulationcollectively with the Specified Governmental Consents, awaiting signature or reasonably expected to become lawthe “Specified Conditions”), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger Acquisition are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger Parties shall have been adopted by the requisite vote performed their respective obligations under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Section 2.11; (b) the SEC Parties shall have declared received approval of this Agreement and the S-4 Registration Statement effective; no stop order suspending the effectiveness transactions contemplated hereunder from their respective board of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesdirectors; (c) no judgment, temporary restraining order, decree, statute, law, ordinance, rule preliminary or regulation, entered, enacted, promulgated, enforced permanent injunction or other order issued by any court or other Governmental Entity of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectivelyAcquisition shall have been issued, "RESTRAINTS") nor shall be in effect; PROVIDEDany proceeding brought by any Governmental Entity, HOWEVER, that each seeking any of the Parties foregoing be pending; nor shall have used reasonable efforts there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to prevent the entry Acquisition which makes the consummation of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredthe Acquisition illegal; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrustno proceeding in which Seller shall be a debtor, competition and merger laws, if any, defendant or party seeking an order for its own relief or reorganization shall have expired been brought or been terminated;be pending by or against Seller under any United States or state bankruptcy or insolvency law; and (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement each Party shall have been authorized for listing on received from the NNM upon official notice Secretary of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; a certificate (i) all certifying that the Charter as in effect on the date hereof remains in full force and effect and has not been amended or superseded (except to the extent required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expiredby Buyer to creating Buyer D-5 Preferred Stock), except(ii) certifying that Bylaws as in effect on the date hereof remain in full force and effect and have not been amended or superseded, (iii) certifying the resolutions of the Board of Directors of each Party and, in the case of consents Seller, Seller’s stockholders, approving this Agreement and the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company Acquisition and (iiiv) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable attesting to the Merger and incumbency of the other transactions contemplated hereby (or in officers of the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeParties.

Conditions to Each Party’s Obligations. (a) The respective obligations of Greenhill, New Manager and Newco Holdco under Section 4.02 and the obligations of ▇▇▇▇▇▇▇ under Section 4.02(e) shall be subject to the satisfaction or waiver of the following conditions (as of each Party Separation Date): (i) The requisite Investor Consent shall have been obtained; (ii) To the extent required, any consents by any Governmental Authority shall have been obtained; (iii) No provision of any Applicable Law shall prohibit the consummation of the transactions contemplated to consummate be entered into pursuant to Section 4.02 on such Separation Date; and (iv) There shall not be instituted or pending any action or proceeding by or before any Governmental Authority which seeks to (A) make the Merger are transactions to be entered into pursuant to Section 4.02 on such Separation Date illegal or otherwise challenge, restrain or prohibit the consummation of such transactions or (B) cause such transactions to be rescinded following consummation. (b) In addition to the conditions set forth in Section 4.03(a), ▇▇▇▇▇▇▇▇▇’▇ and New Manager’s obligations under Section 4.02 (including with respect to the Management Agreements) shall be subject to the satisfaction or waiver by each of the Parties Greenhill of the following conditions:conditions (as of each Separation Date): (ai) this Greenhill shall not have terminated the License Agreement and in accordance with the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)terms thereof; (bii) (A) Prior to the SEC first Separation Date, no event shall have declared occurred that (had a Management Agreement been in effect on the S-4 Registration Statement effective; no stop order suspending the effectiveness date of the S-4 Registration Statement or occurrence of such event) would have permitted Greenhill to terminate any part thereof Management Agreement and (B) after the first Separation Date, Greenhill shall not have terminated any Management Agreement in accordance with the terms thereof; (iii) No Key Person Event shall have been issued and no proceeding occurred; (iv) With respect to the Separation Date for that purposeeach Existing U.S. Fund, and no similar proceeding in respect of the Proxy Statementapplicable Newco Advisor, to the extent required, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of registered as an investment adviser with the SEC under the Advisers Act and shall have been complied with delivered a copy to the reasonable satisfaction Greenhill of the Partiesits Form ADV (part II) in a form reasonably acceptable to Greenhill; (cv) no judgmentWith respect to the Separation Date for GCPE, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing Newco (U.K.) shall have registered with the consummation FSA; and (vi) Greenhill shall have received copies of the Merger or making the Merger illegal (collectivelyCompliance Procedures in a form reasonably acceptable to Greenhill, "RESTRAINTS") shall be it being understood and agreed that Compliance Procedures that are substantially similar to those in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized existence for listing ▇▇▇▇▇▇▇▇▇ Capital Partners on the NNM upon official notice of issuance; (f) The Company and Parent date hereof shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel acceptable for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timethese purposes.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate this Agreement to effect the Merger are and the other Transactions shall be subject to the satisfaction at or waiver by each of prior to the Parties Closing of the following conditions, any of which may be waived, in writing, exclusively by both SPAC and the Company: (a) The Parties will have received all necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Governmental Entities set forth on Section 8.1(a) of the Company Disclosure Schedule in connection with the execution, delivery and performance of this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent Transactions (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the applicable waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, period thereunder shall have expired or been terminated;). (b) At the Special Meeting (including any adjournments thereof), the SPAC Stockholder Approval shall have been obtained. (c) The written consent(s), pursuant to Section 7.18, of the Company Party Shareholder Approval, shall have been obtained. (d) The Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act and shall not be subject to any stop order or proceeding (or threatened proceeding) by the SEC seeking a stop order with respect to the Registration Statement / Proxy Statement. (e) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the Parent Shares issuable to stockholders consummation of the Company Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect. (f) All Transaction Agreements shall be in full force and effect and shall have not been rescinded by any of the parties thereto. (g) SPAC shall have at least $5,000,001 of net tangible assets following the exercise by the holders of shares of SPAC Class A Common Stock issued in SPAC’s initial public offering of securities and outstanding immediately before the Merger Effective Time of their right to redeem their shares of SPAC Class A Common Stock held by them into a pro rata share of the Trust Account in accordance with SPAC Governing Documents, and giving effect to the receipt by New PubCo of the net amount of proceeds actually contributed by investors in accordance with the terms and conditions of the PIPE Subscription Agreements upon consummation of the PIPE Investments. (h) The New PubCo Ordinary Shares to be issued pursuant to this Agreement shall have been authorized be approved for listing upon the Closing on NASDAQ (or any other public stock market or exchange in the NNM upon United States as may be agreed by the Company and SPAC) subject to official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeissuance thereof.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction on or waiver by prior to the Closing Date of each of the Parties of the following conditions: (a) this This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote under applicable law or consent of the stockholders holders of at least a majority of the outstanding shares of Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);Common Stock. (b) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental authority or other regulatory body required in connection with the SEC execution, delivery and performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have a Material Adverse Effect on Company or a Material Adverse Effect on Parent, shall have declared been obtained without the S-4 imposition of any condition having a Material Adverse Effect on Company or a Material Adverse Effect on Parent. (c) All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which any of Company or Parent (or their respective subsidiaries) is a party, or by which either is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or in the aggregate, a Material Adverse Effect on Company or, individually or in the aggregate, a Material Adverse Effect on Parent, shall have been obtained. (d) Early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act. (e) No governmental authority or other regulatory body (including any court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger or the transactions contemplated by this Agreement. (f) The Registration Statement effective; shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued be in effect and no proceeding proceedings for that such purpose, or under the proxy rules of the SEC pursuant to the Exchange Act and no similar proceeding with respect to the transactions contemplated hereby, shall be pending before or threatened by the SEC. At the effective date of the Registration Statement, the Registration Statement shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in respect order to make the statements therein not misleading, and, at the mailing date of the Proxy StatementStatement and the date of the Shareholders' Meeting, the Proxy Statement shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading. (g) Parent and Company each shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received obtained a written opinion from its tax counselof King & Spalding, in form counsel to Parent, reasonably acceptable to Parent and substance reasonably satisfactory to itCompany (the "Tax Opinion"), to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall that the exchange in the Merger of Parent Common Stock for Company Common Stock will not have been withdrawn; PROVIDED, HOWEVER, that if give rise to gain or loss to the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied stockholders of Company with respect to such Party if counsel for exchange (except to the other Party renders such opinionextent of any cash paid in lieu of fractional shares). The Parties Tax Opinion will be addressed to this Agreement agree to make such reasonable each of Parent and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and. (h) there shall not The shares of Parent Common Stock to be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable pursuant to this Agreement and pursuant to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, Company Stock Options shall have a Material Adverse Effect been authorized for listing on the Company or the Parent at or after the Effective TimeNYSE, subject to official notice of issuance.

Conditions to Each Party’s Obligations. The respective obligations of each Party of Skillsoft and ▇▇▇▇▇▇▇▇▇ to consummate complete the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and : • the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, in respect of the transactions contemplated by the Skillsoft Merger Agreement shall have expired or been terminated; (e) , and all other government approvals specified in the Parent Shares issuable to stockholders of the Company pursuant to this Skillsoft Merger Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counselobtained or, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranationalapplicable, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which shall have been obtained waived or shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Companybeen terminated; and (h) • there shall not be any statutegovernmental order prohibiting the consummation of the transactions contemplated by the Skillsoft Merger Agreement; • ▇▇▇▇▇▇▇▇▇ shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after the redemption offer is completed; • the registration statement of which this joint proxy statement/prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act, ruleno stop order shall have been issued by the SEC which remains in effect with respect to the registration statement, regulationand no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending; • the approval by ▇▇▇▇▇▇▇▇▇ stockholders of the Merger Proposal, injunctionthe Merger Issuance Proposal, order or decreethe Charter Amendment Proposal, enactedthe Charter Approval Proposal, enforcedthe Prosus PIPE Issuance Proposal, promulgatedthe SuRo PIPE Issuance Proposal and the Incentive Plan Proposal shall have been obtained; • the approval by Skillsoft shareholders of the Joint Merger Proposal, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or by the Skillsoft Merger Agreement shall have been obtained; • the ▇▇▇▇▇▇▇▇▇ Class A common stock to be issued in connection with the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, Merger and the PIPE Investments shall have a Material Adverse Effect been approved for listing on the Company NYSE, subject only to official notice thereof; • the redemption offer in relation to the Public Shares shall have been completed in accordance with the terms of the Skillsoft Merger Agreement and this joint proxy statement/prospectus; • the Luxembourg Auditor shall have delivered the Auditor Report; and • the Available Cash shall equal or the Parent at or after the Effective Timeexceed $644,000,000.

Conditions to Each Party’s Obligations. The respective obligations Parties’ obligation to perform the Transactions contemplated to be performed on or before the Closing Date is subject to satisfaction of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger Lance Stockholder Approval shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)obtained; (b) the SEC Snyder’s Stockholder Approval shall have declared been obtained; (c) Lance’s de novo application for initial listing in connection with the Merger (to the extent required under NASDAQ Rule 5110(a)) shall have been approved by NASDAQ, and the Lance Shares to be issued in connection with the Merger shall have been authorized for listing on the NASDAQ, subject to official notice of issuance; (d) the Form S-4 Registration Statement effective; shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 Registration Statement or any part thereof shall have been issued and no proceeding proceedings for that purpose, and no similar proceeding in respect of the Proxy Statement, purpose shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) any waiting period (and any extension thereof) applicable to the Parent Shares issuable to stockholders of Transactions under the Company pursuant to this Agreement HSR Act shall have been authorized for listing on terminated or shall have expired, and all other authorizations, filings and Consents required to be obtained from any Governmental Body in connection with this Agreement and the NNM upon official notice of issuance; (f) The Company and Parent Transactions shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDEDobtained, HOWEVERexcept for those, that if the counsel failure of which to one Party does obtain would not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and Lance or Snyder’s (or their respective Subsidiaries) or (ii) provide a reasonable basis to conclude that Lance or Snyder’s (or any of their respective Subsidiaries or any of their respective Affiliates, officers or directors, as applicable) would be subject to the risk of criminal liability; (f) the Parties hereto shall have obtained all consents and approvals of any Person other than a Governmental Body required to be obtained in connection with the Transactions other than such consents and approvals and consents which have been obtained shall be on terms that which, if not obtained, would not (i) prevent the performance by any Party hereto of its obligations under this Agreement or the consummation of the transactions contemplated hereby or (ii) reasonably be expected to have have, following the Closing Date, individually or in the aggregate, a Material Adverse Effect on the Companybusiness assets, liabilities, condition (financial or otherwise) or results of operations of Lance and its Subsidiaries (including Snyder’s and its Subsidiaries), taken as a whole; and (hg) no Order issued by any Governmental Body or other Law preventing or making illegal the consummation of this Agreement or any of the Transactions shall be in effect, and there shall not be pending or threatened in writing any statuteProceeding by any Governmental Body, ruleor by any other Person having a reasonable likelihood of success, regulationthat seeks, injunctiondirectly or indirectly, order to (i) challenge or decreemake illegal or otherwise prohibit or materially delay the consummation of this Agreement or the Transactions, enactedor to make materially more costly the Transactions; provided, enforcedthat the foregoing shall not be deemed to include a “second request” for information in connection with the filing made by any Party under the HSR Act; (ii) prohibit or limit the ownership, promulgated, entered, issued operation or deemed applicable to the Merger and the other transactions contemplated hereby (control by Lance or in the case Snyder’s or any of their respective Subsidiaries of any statue, rule material portion of the business or regulation, awaiting signature assets of Lance or reasonably expected to become law), by Snyder’s or any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that couldof their respective Subsidiaries, or could reasonably be expected to, have a Material Adverse Effect to compel Lance or Snyder’s or any of their respective Subsidiaries to dispose of or hold separate any material portion of the business or assets of Lance or Snyder’s or any of their respective Subsidiaries; or (iii) impose limitations on the Company ability of Lance to acquire or the Parent at hold, or after the Effective Timeexercise full rights of ownership of, any shares of capital stock of Snyder’s or any shares of capital stock or other equity or profits interests in any of its Subsidiaries.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted received the approval of at least 80% of the votes represented by the requisite outstanding Company Shares entitled to vote under applicable law of the stockholders of the Company and on this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Merger; (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness completion of the S-4 Registration Statement or any part thereof shall have been issued offer and no proceeding for that purpose, and no similar proceeding in respect sale of at least the Minimum Offering of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the PartiesPPO; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued satisfactory completion by any court or other Governmental Entity Parent and Company of competent jurisdiction or other all necessary legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entereddue diligence; (d) consummation of all required definitive instruments and agreements including, but not limited to, the waiting period(s) under Merger Agreement, in forms acceptable to the HSR Act Company and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminatedParent; (e) the Company and Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuanceobtaining all necessary board, shareholder, and third party consents; (f) The Company and that there be no injunction or order in effect by any governmental authority prohibiting the Merger; (g) the Parent shall have approved the creation of the Series B Preferred Shares, and a certificate of designations, preferences and rights (in the Form attached hereto as Exhibit B) for the creation of such Series B Preferred Shares shall have been filed with the Secretary of State of Delaware, with each Series B Preferred Share: (a) automatically converting into one share of Parent common stock (on a post-Reverse Stock Split basis) upon the occurrence of the Reverse Stock Split; (b) voting on all matters put to a vote of the holders of common stock, with each Series B Preferred Share carrying a number of votes equal to 15,463.7183 shares of common stock; provided that Series B Preferred Shares that cannot be converted into common stock solely as a result of the Blocker (as defined below), shall have received no voting rights; (c) containing a written opinion from its tax counsel, blocker (the “Blocker”) preventing the automatic conversion of such Series B Preferred Shares that would cause a holder of Series B Preferred Shares to beneficially own more than 9.9% of Parent common stock; provided that such provision shall only apply to those holders of Series B Preferred Shares who expressly state in form and substance reasonably satisfactory writing to it, Parent (which statement may not be revoked for 61 days) that they wish to be subject to the effect Blocker; and further provided that for federal income tax purposes any Series B Preferred Shares not converted as a result of this provision would (i) have the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that same liquidation rights as if the counsel Series B Preferred Shares had converted into Parent common stock, (ii) have no voting rights and (iii) automatically convert as soon as such conversion would not violate such Blocker; and (d) being entitled to one Party does not render such opinion, this condition shall nonetheless be deemed receive an amount or value equal to 15,463.7183 times the amount or value to be satisfied received by a holder of one share of common stock upon a liquidation or dissolution, prior to the Reverse Stock Split; (h) Parent shall have entered into exchange agreements with respect the Designee pursuant to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;which all Series A Preferred Stock was converted into 297,468 Series B Preferred Shares; and (i) all required approvals or consents of any Governmental Entity or third party principal of, and interest on, the Parent Debt (other than Parent Debt converted in the PPO up to the Expense Cap) shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on exchanged for 295,945 Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeDebt Cancellation Warrants.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger and the other transactions contemplated in the Transaction Documents are subject to the full and complete satisfaction or waiver by each of the Parties of the following conditionsconditions unless any such condition is waived, in writing, by the other Parties: (a) this Agreement AEPP, Merger Sub and Oncolix shall be satisfied that the issuances of the Merger Shares in the Merger shall have been adopted by be exempt from registration with the requisite vote Commission under applicable law Regulation D of the stockholders Securities Act and Section 4(a)(2) of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Securities Act; (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, temporary restraining order, decree, statute, law, ordinance, rule preliminary or regulation, entered, enacted, promulgated, enforced permanent injunction or other Order issued by any court or other Governmental Entity of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent issued, nor shall each have received a written opinion from its tax counselany proceeding brought by any Governmental Body, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) seeking any of the Code and such opinions foregoing be pending; nor shall not have been withdrawn; PROVIDEDthere be any action taken, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order regulation or decree, Order enacted, enforced, promulgated, entered, issued enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal; (c) AEPP, Merger Sub and the other transactions contemplated hereby (or Oncolix shall be satisfied that additional financing in the case a minimum amount of any statue$1 million, rule or regulationon terms acceptable to each Party, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent shall close at or after about the Effective Time; (d) AEPP, Merger Sub and Oncolix shall be satisfied that the existing convertible notes issued by Oncolix shall be exchanged for substantially identical securities issued in the financing referred to in Section 5.1(c) above, repaid from such financing proceeds, or otherwise provided for; and (e) As of the Effective Time, Oncolix shall not have received notice from Oncolix shareholders representing 20% or more of the capital stock of Oncolix perfecting dissenter’s rights pursuant to DGCL Section 262 within 20 days after the mailing date of such notice by Oncolix to its shareholders.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party the parties hereto to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment, or written waiver signed by each of the Parties parties hereto, at or prior to the Closing Date of the following conditions: (a) this This Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote under the rules and regulations of the NNM by shareholders of Coventry in accordance with applicable law and the stockholders of Parent (if necessary);Coventry Organizational Documents. (b) the SEC The Commission shall have declared the Form S-4 Registration Statement effective; no effective and such effectiveness shall not be the subject of any stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties;proceedings seeking a stop order. (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or The shares of Newco Common Stock to be issued by any court or other Governmental Entity to the holders of competent jurisdiction or other legal restraint or prohibition preventing Coventry Common Stock shall have been approved for listing on the NASDAQ NMS. (d) The waiting period applicable to the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints Exchange and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) Capital Contribution under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated;. (e) The applicable approvals and any applicable waiting periods under any laws, rules or regulations governing insurance and insurance companies, HMOs, PPOs, health care services plans, third party administrators or other managed health care organizations shall have been received, waived or terminated. (f) All other consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the Parent Shares issuable to stockholders execution, delivery and performance of the Company pursuant to this Agreement shall have been authorized obtained without the imposition of any condition or made, except for listing filings in connection with the Exchange and Capital Contribution and any other documents required to be filed after the Effective Time and except where the conditions imposed, individually or in the aggregate, would not result in, individually or in the aggregate, in a Coventry Material Adverse Effect, a Principal Material Adverse Effect, a Mutual Material Adverse Effect or a material adverse effect on the NNM upon official notice business, operations, properties, prospects or condition (financial or otherwise) of issuance;Newco (a "Newco Material Adverse Effect") following the Effective Time. (fg) The Company No action or proceeding shall have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of the Agreement or the related agreements or the consummation of the Exchange and Parent the Capital Contribution; and no governmental agency shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory given notice to it, any party hereto to the effect that for federal income tax purposes consummation of the Merger will transactions contemplated by this Agreement would constitute a reorganization within the meaning violation of Section 368(a) any law or that it intends to commence proceedings to restrain consummation of the Code Exchange and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; andCapital Contribution. (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable Each of the parties to the Merger Ancillary Agreements shall have executed and delivered a counterpart signature page to each such Ancillary Agreement to the other transactions contemplated hereby (party or in the case of any statue, rule or regulation, awaiting signature or reasonably expected parties thereto and shall perform all such acts required to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent performed thereby at or after prior to the Effective TimeClosing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the requisite vote under applicable law of the stockholders shareholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTSRestraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders shareholders and other securityholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;; and (f) The Parent and the Company and Parent shall each have received a written opinion opinions from its their respective tax counselcounsel (▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, respectively), in form and substance reasonably satisfactory to itthem, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDEDprovided, HOWEVERhowever, that if the counsel to one Party either Parent or Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for to the other Party renders such opinionopinion to such Party. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party the parties to consummate effect the Merger are shall be subject to the satisfaction or waiver by each of prior to the Parties Effective Time of the following conditions: (a) this The Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger transactions contemplated hereby shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders shareholders of Parent (if necessary);CCCI and TelaLink in accordance with applicable law. (b) All required approvals, consents or waivers of governmental authorities with respect to this Agreement (including the SEC shall have declared Merger) and the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof transactions contemplated hereby shall have been issued obtained and no proceeding for that purposeshall remain in full force and effect, and no similar proceeding in respect all applicable statutory waiting periods (including without limitation all applicable statutory waiting periods relating to the Merger) shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities that are necessary or appropriate to the consummation of the Proxy Statementtransactions contemplated by this Agreement except those approvals, consents or waivers, if any, for which failure to obtain would not, individually or in the aggregate, have a material adverse effect on CCCI or TelaLink (after giving effect to the transaction contemplated hereby); provided, however, that no approval, consent or waiver referred to in this Section 7.1 shall be deemed to have been initiated received if it shall include any condition or threatened requirement that reasonably would result in writing by the SEC; and all requests for additional information a material adverse effect on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties;CCCI or TelaLink. (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued All other requirements prescribed by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing law which are necessary to the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to transaction contemplated by this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;satisfied. (fd) The Company and Parent No party hereto shall each have received be subject to any order, decree or injunction of a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to court or agency of competent jurisdiction which enjoins or prohibits the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) consummation of the Code Merger, or any other transaction contemplated by this Agreement, and such opinions no litigation or proceeding shall not have been withdrawn; PROVIDED, HOWEVER, that if be pending against any of the counsel parties herein or any of their subsidiaries brought by any governmental agency seeking to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for prevent consummation of the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;transactions contemplated hereby. (ie) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any No statute, rule, regulation, injunctionorder, order injunction or decree, decree shall have been enacted, enforced, promulgated, entered, issued promulgated or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), enforced by any court, government or governmental authority which prohibits, restricts or agency or legislative body, domestic, foreign or supranational, that couldmakes illegal consummation of the Merger, or could reasonably any other transaction contemplated by this Agreement. (f) In the event either CCCI or TelaLink (but not both) has Dissenting Shareholders, such Dissenting Shareholders shall hold less than 10% of the outstanding stock of such entity. (g) In the event both CCCI and TelaLink have Dissenting Shareholders, the sum of (i) the percentage of shares held by CCCI's Dissenting Shareholders plus (ii) the percentage of shares held by TelaLink's Dissenting Shareholders shall be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeless than 10%.

Conditions to Each Party’s Obligations. The respective obligations -------------------------------------- of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders shareholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTSRestraints") shall be in effect; PROVIDED---------- provided, HOWEVERhowever, that each of the Parties shall have used reasonable -------- ------- efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;and (i) all required filings or submissions to, or approvals or consents of of, any Governmental Entity or third party shall have been made or obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of approvals or consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and or approvals would not reasonably be expected to have a Material Adverse Effect on the Company Company, the Surviving Corporation or the Parent and (ii) all such approvals and consents which that have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company Surviving Corporation or the Parent at or after the Effective TimeParent.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger, the Bank Merger are and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this This Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules of CNS's stockholders in accordance with applicable laws and regulations of the NNM by the stockholders of Parent (if necessary);regulations. (b) The Requisite Regulatory Approvals, the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness consent of the S-4 Registration Statement or OTS and any part thereof other required waivers with respect to this Agreement and the transactions contemplated hereby shall have been issued obtained and no proceeding for that purposeshall remain in full force and effect, and no similar proceeding in respect of the Proxy Statement, all statutory waiting periods shall have been initiated or threatened in writing by the SECexpired; and all requests for additional information on the part other consents, waivers and approvals of the SEC shall have been complied with any third parties which are necessary to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing permit the consummation of the Merger and the other transactions contemplated hereby shall have been obtained or making made except for those the Merger illegal failure to obtain would not have a Material Adverse Effect (collectivelyi) on CNS and its Subsidiaries taken as a whole or (ii) on ENB and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would so materially and adversely impact the economic or business benefits to ENB or CNS of the transactions contemplated hereby that, "RESTRAINTS"had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement. (c) No party hereto shall be in effect; PROVIDEDsubject to any order, HOWEVERdecree, that each ruling or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Parties Merger, the Bank Merger or any other transactions contemplated by this Agreement and no Governmental Entity shall have used reasonable efforts to prevent instituted any proceeding for the entry purpose of such Restraints and to appeal as promptly as possible enjoining or prohibiting the consummation of the Merger, the Bank Merger or any such Restraints that may be entered;transactions contemplated by this Agreement. (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrustNo statute, competition and merger laws, if any, rule or regulation shall have expired been enacted, entered, promulgated, interpreted, applied or been terminated;enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transactions contemplated by this Agreement. (e) The Registration Statement shall have been declared effective by the Parent Shares issuable SEC and no proceedings shall be pending or threatened by the SEC to stockholders suspend the effectiveness of the Company pursuant Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;obtained. (f) The Company and Parent ENB shall each have received a written the letter agreement referred to in Section 4.15 from each affiliate of CNS. (g) No litigation, claim, action, suit or other legal administrative proceeding challenging the Merger or the Bank Merger shall be pending against any party hereto or any of its Subsidiaries, directors or officers, which in the opinion from of counsel for ENB is likely to result in the incurring of damages and defense costs not covered by insurance by ENB or any of its tax counselSubsidiaries or by any person or persons whom ENB would be required to indemnify in an aggregate amount exceeding $350,000. (h) ENB and CNS each shall have received an opinion of Stinson, Mag & Fizzell, P.C., counsel to ENB, dated as ▇▇ ▇▇▇ Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to itENB and CNS, respectively, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes the Merger will constitute as a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;accordingly: (i) all required approvals No gain or consents loss will be recognized by ENB, ENB Bank, CNS or CNS Bank as a result of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and Merger; (ii) all such approvals Except to the extent of any Cash Consideration, no gain or loss will be recognized by the stockholders of CNS who exchange their CNS Common Stock for ENB Common Stock pursuant to the Merger; (iii) The tax basis of ENB Common Stock received by stockholders who exchange their CNS Common Stock for ENB Common Stock in the Merger will be the same as the tax basis of CNS Common Stock surrendered pursuant to the Merger reduced by the Cash Consideration and consents any amount allocable to a fractional share interest for which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect cash is received and increased by any gain recognized on the Companyexchange; and (hiv) there shall not The holding period of ENB Common Stock received by each stockholder in the Merger will include the holding period of CNS Common Stock exchanged therefor, provided that such stockholder held such CNS Common Stock as a capital asset on the Effective Date. Such opinion may be any statutebased on, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable in addition to the Merger review of such matters of fact and law as Stinson, Mag & Fizzell, P.C. considers appropriate, (x) ▇▇▇▇▇sentations made at the other transactions contemplated hereby (or in the case request of any statueStinson, rule or regulationMag & Fizzell, awaiting signature or reasonably expected to become law)P.C. by ENB, by any courtENB Bank, government or governmental authority or agency or legislative bodyCNS, domestic, foreign or supranational, that couldCN▇ ▇▇▇▇, or could reasonably be expected toany combination of such persons and (y) certificates provided at the request of Stinson, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeMag & Fizzell, P.C. by officers of ENB, ENB B▇▇▇, ▇▇S, CNS Bank and other appropriate persons.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate effect the Merger Amalgamation are subject to the satisfaction fulfillment at or waiver by prior to the Closing Date of each of the Parties of the following conditions, any or all of which may be waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) The transactions contemplated by this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved and adopted by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);Required Company Vote. (bi) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with All waiting periods applicable to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) transactions contemplated by this Agreement under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; ; (eii) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement all Required Approvals shall have been authorized obtained from Governmental Authorities; and (iii) a determination not to take action shall have been made by CFIUS pursuant to the filing for listing Exon-▇▇▇▇▇▇ Review called for in Section 6.03(a), or the statutory time period for such a decision shall have lapsed; in the case of each of clauses (i), (ii) and (iii), without any condition on Parent, the NNM upon official notice Company or any of issuance;their respective Subsidiaries that (A) would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or Modified Parent Material Adverse Effect or (B) Parent is not required to accept pursuant to Section 6.03(c). For purposes of this Agreement, "Required Approvals" are the affirmative approvals of Governmental Authorities referenced in subsections (ii), (iv), (v) and (vi) of Section 3.08(a) and 4.03(a). (fc) The Company All other notices reports, applications and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory other filings required to it, be made prior to the effect that Closing by Parent or the Company or their respective Subsidiaries have been made, except for federal income tax purposes those the Merger will constitute a reorganization within the meaning failure of Section 368(a) of the Code and such opinions shall which to submit do not have been withdrawn; PROVIDEDand would not reasonably be expected to have, HOWEVERindividually or in the aggregate, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;a Company Material Adverse Effect. (i) all required approvals or consents of any No Governmental Entity or third party Authority shall have been obtained enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent), in any case which is in effect and all relevant statutory, regulatory which prevents or other governmental waiting periods, whether domestic, foreign or supranational, prohibits consummation of the transactions contemplated by this Agreement; and (ii) no Governmental Authority shall have expired)instituted any action or proceeding (which remains pending at what would otherwise be the Closing Date) before any court in The Netherlands, the European Union or its Member States, the United States or any other country or before any other Governmental Authority of competent jurisdiction seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement, except, in the case of consents the absence of which could (i) and (ii), for Laws, actions and proceedings that do not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statutehave, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (individually or in the case of any statueaggregate, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Company Material Adverse Effect on the Company or the Parent at or after the Effective TimeEffect.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction on or waiver by prior to the Closing Date of each of the Parties of the following conditions: (a) this This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote or consent of the holders of at least a majority of the outstanding shares of Company Common Stock. (i) All consents, authorizations, orders and approvals as are required under applicable law state insurance holding company laws in the United States, and insurance change of the stockholders control laws in Canada, and (ii) all additional consents, authorizations, orders and approvals of the Company and this Agreement and the issuance of Parent Shares (or filings or registrations with) any governmental authority or other regulatory body required in connection with the execution, delivery and performance of this Agreement which, in the case of clause (ii) the failure to obtain would have a Material Adverse Effect on Company or a Material Adverse Effect on Merger Partner shall have been approved by obtained and shall be in full force and effect and all statutory waiting periods in respect thereof shall have expired without the requisite vote imposition of any conditions which would have, individually or in the aggregate, a Material Adverse Effect on Company or a Material Adverse Effect on Merger Partner. (c) Early termination shall have been granted or applicable waiting periods shall have expired under the rules and regulations of the NNM by the stockholders of Parent (if necessary);HSR Act. (bd) the SEC No governmental authority or other regulatory body (including any court of competent jurisdiction) shall have declared enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the S-4 effect of making illegal, materially restricting or in any way preventing or prohibiting the Merger. (e) The Registration Statement effective; shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued be in effect and no proceeding proceedings for that such purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated be pending before or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties;. (cf) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or The shares of Merger Partner Common Stock to be issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon NYSE, subject to official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated hereby and by the Related Agreements shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Merger Closing of the following conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Merger Closing, and the representations and warranties of each such other party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Merger Closing date with the same effect as if made on that date; and each party shall have been adopted by received a certificate of an executive officer of each such party to that effect; (b) This Agreement, the requisite vote under applicable law of the stockholders of the Company and this Agreement Related Agreements and the issuance of Parent Shares in connection with this Merger transactions contemplated hereby and thereby shall have been approved by the requisite affirmative vote under the rules and regulations of a majority of the NNM by ATLANTIC Common Shares and the stockholders of Parent (if necessary)SCG shareholders' Approval shall have been obtained; (bc) the SEC shall have declared the S-4 The ATLANTIC Registration Statement effective; and the SCG Warrant Registration Statement shall each have become effective in accordance with the provisions of the Securities Act, and no stop order suspending the such effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and remain in effect and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, purpose shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredCommission; (d) the waiting period(s) under the HSR Act ATLANTIC and all other applicable material foreign antitrust, competition and merger laws, if any, SCG shall have expired received a study from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or been terminatedanother nationally recognized independent certified public accounting firm concluding that the accumulated earnings and profits for the SCG Subsidiaries as of December 31, 1996 and the projected earnings and profits of the SCG Subsidiaries for the period beginning January 1, 1997 and ending on the Merger Closing date are in the aggregate less than $5,000,000; (e) the Parent Shares issuable to stockholders Each of the Company pursuant to this Agreement ATLANTIC and SCG shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written favorable opinion from its tax counselof ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form and substance reasonably satisfactory to it, set forth in Exhibit VIII hereto) to the effect that for federal income tax purposes the Merger mergers described in Section 2.1 each will constitute qualify as a reorganization within the meaning of Section 368(a368 of the Code and that each of ATLANTIC, the SCG Subsidiaries, and the subsidiary of ATLANTIC that shall be the surviving corporation in such mergers will be a party to the reorganization within the meaning of Section 368(b) of the Code will constitute a transaction subject to the reorganization provisions of the Code and such opinions related provisions; (f) ATLANTIC and SCG shall have received (i) an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of ATLANTIC as a "real estate investment trust" under the Code or (ii) a favorable ruling from the Internal Revenue Service to the effect that the Warrant Issuance will be respected for federal income tax purposes as a direct issuance of the SCG Warrants by SCG to the shareholders of ATLANTIC and an opinion from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (substantially in the form set forth in Exhibit VIII hereto) that the performance of this Agreement will not jeopardize the status of ATLANTIC as a "real estate investment trust" under the Code; (g) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated by this Agreement and the Related Agreements shall have been withdrawn; PROVIDEDissued and remain in effect (each party agreeing to use its best efforts to have any such injunction, HOWEVERorder or decree lifted); (h) All governmental consents, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel orders and approvals legally required for the other Party renders such opinion. The Parties to consummation of the transactions contemplated by this Agreement agree to make such reasonable and customary representations as requested by such counsel the Related Agreements shall have been obtained and be in effect at the Merger Closing (including ATLANTIC Required Statutory Approvals and SCG Required Statutory Approvals), and all consents, orders and approvals legally required for the purpose consummation of rendering such opinionsthe transactions contemplated by this Agreement and the Related Agreements shall have been obtained; (i) Each of the parties shall have acquired all material consents required approvals or consents of any Governmental Entity or from third party parties necessary to consummate the transactions contemplated by this Agreement; (j) All agreements set forth on Schedule 7.1 shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in terminated effective as of the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the CompanyClosing; and (hk) there SCG shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable have forgiven all indebtedness owing to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeit from each SCG Subsidiary.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are transaction contemplated by this agreement shall be subject to the satisfaction or waiver by of each of the Parties of following conditions precedent at or prior to the following conditionsClosing Date except to the extent that they, in their absolute discretion, waive any one or more thereof, in whole or in part, as set forth in Section 10.15: (a) this Agreement There shall not have been instituted and the Merger there shall not be pending any action or proceeding by a Governmental Entity, and no such action or proceeding shall have been adopted threatened by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection a Governmental Entity, with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement authority to institute such an action or any part thereof shall have been issued and no proceeding for that purposeproceeding, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by before any court or other Governmental Entity of competent jurisdiction or governmental agency or regulatory or administrative body, and no order or decree shall have been entered in any action or proceeding before such court, agency or body, (a) imposing or seeking to impose limitations on the ability of Parent or Buyer to acquire or hold or to exercise full rights of ownership of any assets or securities of Sellers; (b) imposing or seeking to impose limitations on the ability of Parent or Buyer to combine and operate the Business and assets of Sellers with any of Parent, Buyer or their Subsidiaries or other legal restraint operations; (c) imposing or prohibition preventing seeking to impose other sanctions, damages or liabilities arising out of the transaction contemplated by this agreement on Parent, Buyer or Sellers or any of their Affiliates; (d) requiring or seeking to require divestiture by Buyer of all or any material portion of the Business, assets or property of Sellers; or (e) restraining, enjoining or prohibiting or seeking to restrain, enjoin or prohibit the consummation of the Merger or making the Merger illegal (collectivelytransaction contemplated by this agreement, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), exceptwhich, in the case of consents the absence of which could not claims (a) through (d) above, would or is reasonably likely to result in civil a Seller Material Adverse Effect at or prior to the Closing Date or a Buyer Material Adverse Effect at, prior to or after the Closing Date or which, with respect to clauses (a) through (e) above, would or is reasonably likely to subject them or any of their respective affiliates to substantial penalties or criminal sanctions being imposed on liability; provided, however that prior to invoking this condition the party seeking in invoke it shall have used its commercially reasonable efforts to have any such action or proceeding dismissed or such order or decree vacated. (b) All consents, waivers, approvals and authorizations required to be obtained, and all filings or notices required to be made, by Buyer, Sellers and Shareholders prior to consummation of the transaction contemplated in this agreement shall have been obtained from and made with all required Governmental Entities, except for such consents, waivers, approvals or authorizations which the failure to obtain, or such filings or notices which the failure to make, would not have a Seller Material Adverse Effect prior to or after the Closing Date or a Buyer Material Adverse Effect after the Closing Date or be reasonably likely to subject Sellers, Parent or the Surviving Corporation Buyer or any of their respective affiliates, where the failures officers or directors to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order substantial penalties or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timecriminal liability.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate the Merger are transactions contemplated hereby shall be subject to the satisfaction or, where permissible, waiver, on or waiver by each of prior to the Parties Closing Date, of the following conditions: (a) this Agreement and The waiting period applicable to the Merger under the HSR Act shall have expired or been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);terminated. (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness None of the S-4 Registration Statement or parties shall be subject to any part thereof shall have been issued and no proceeding for that purposeorder, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, orderinjunction, decreedecree or ruling, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any other action of a court or other Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the Merger or any other transactions contemplated by this Agreement; provided that each of the parties shall have used its reasonable best efforts to appeal as promptly as practicable any such order, judgment, injunction, decree, ruling or other legal restraint action. (c) The Company Shareholder Approval shall have been obtained in accordance with the Texas Business Corporation Act and the Company's Certificate of Incorporation and By-laws. (d) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or prohibition preventing proceedings seeking a stop order. (e) All Regulatory Filings and Consents (including, without limitation, the Other Antitrust Filings and Consents) which are necessary for the consummation of the Merger shall have been made or making obtained, or any waiting period (whether requisite or voluntary) under any Foreign Antitrust Laws shall have expired, in each case, to the Merger illegal extent that the failure to make or obtain such Regulatory Filings or Consents or of the waiting period to have expired, in the aggregate, is reasonably likely, individually or in the aggregate, to have a Material Delaying Effect (collectivelyall such Consents, Regulatory Filings and the lapse of all such waiting periods being referred to as the "RESTRAINTSRequisite Regulatory Approvals") ), and all such Requisite Regulatory Approvals shall be in full force and effect; PROVIDED. There shall not be any statute, HOWEVERlaw, rule or regulation that each makes consummation of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired transactions contemplated hereby illegal or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;prohibited. (f) The Company and shall have received the Requisite Waivers, and, if Parent shall each have requested the Company to prepare and distribute a Tender Offer Statement, the holders of a Requisite Majority shall have tendered the Notes held by them, and the Company shall have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) notice of the Code and approval of a Requisite Majority for the amendments and/or waivers described in the final version of such opinions shall not have been withdrawn; PROVIDEDTender Offer Statement distributed to holders of Notes, HOWEVERand, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for any Notes which remain outstanding, the other Party renders such opinion. The Parties Trustee with respect to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.the

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are Closing is subject to the satisfaction satisfaction, at or waiver by prior to the Closing, of each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, No temporary restraining order, decree, statute, law, ordinance, rule preliminary or regulation, entered, enacted, promulgated, enforced or issued by any court permanent injunction or other Governmental Entity of competent jurisdiction order or other legal restraint or prohibition preventing the consummation of the Merger Transactions shall have been issued by any court of competent jurisdiction or making the Merger illegal (collectively, "RESTRAINTS") shall by any governmental or regulatory body and still be in effect; PROVIDEDnor shall any statute, HOWEVERrule, that each regulation or executive order have been promulgated or enacted by any Governmental Entity which enjoins or otherwise prohibits or makes illegal the consummation of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered;Transactions. (db) the All applicable waiting period(s) periods under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, (including any extensions thereof) shall have expired or been terminated;, and all applicable approvals and clearances under any other applicable merger control law or regulation shall have been obtained, except those for which the failure to obtain such approval or clearance would not result in a Company Material Adverse Effect (as defined in the Budget Stock Purchase Agreement). (c) The Required Buyer Approval shall have been obtained. (d) The closing of the transactions contemplated by the Common Stock Purchase Agreement shall have been consummated. (e) the Parent Shares issuable to stockholders The closing of the Company pursuant to this transactions contemplated by the Budget Stock Purchase Agreement shall have been authorized for listing on the NNM upon official notice of issuance;consummated. (f) The Company and Parent Concurrently with the Closing, Seller shall each have received a written opinion from withdrawn its tax counsel, in form and substance reasonably satisfactory to it, election notice to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Common Stockholder dated July 11, 1996 delivered pursuant to Section 368(a3.3(b) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;Stockholders Agreement. (ig) all required approvals or consents Concurrently with the Closing, the shares of any Governmental Entity or third party Series X Preferred Stock held by the Bank shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, redeemed in accordance with the case terms of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; andSeries X Preferred Stock. (h) there The Stockholders Agreement shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timebeen terminated.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction fulfillment or waiver by each of at or prior to the Parties Closing of the following conditions: (a) The other party shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing and the Merger representations and warranties of the other party shall be true and correct in all material respects on and as of (i) the date made and (ii) the Closing Date with the same effect as if made on that date; and the other party shall have been adopted by the requisite vote under applicable law delivered a certificate of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)its chief executive officer or a co-chairman to that effect; (b) Each of the West Shareholders Approval (including the requisite approval of West's shareholders to West's Amended and Restated Declaration of Trust) and the East Shareholders Approval shall have been obtained; (c) The Form 8-A registration statement of West for the West New Preferred Stock shall have been declared effective by the SEC and the Registration Statement shall have declared become effective in accordance with the S-4 Registration Statement effective; Securities Act, and no stop order suspending the such effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and remain in effect and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, purpose shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredCommission; (d) The shares of West Common Stock and West New Preferred Stock issuable in the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement Merger shall have been authorized approved for listing on the NNM upon official Exchange, subject to notice of issuance; (fe) The Company Each of West and Parent East shall each have received a written favorable opinion from its tax counsel, (in form and substance reasonably satisfactory to itWest and East, respectively) from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (who may rely upon factual representations made by West, East, and shareholders of East who hold 5% or more of the outstanding East Common Stock) to the effect that for United States federal income tax purposes the Merger will constitute shall qualify as a reorganization within the meaning of Section 368(a) 368 of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if each of West and East will be a party to the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for reorganization within the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for meaning of Section 368(b) of the purpose of rendering such opinionsCode; (if) all required approvals Each of West and East shall have received a favorable opinion (in form and substance reasonably satisfactory to West and East, respectively) from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ (who may rely upon factual representations made by West and East) to the effect that the consummation of the Merger and the performance of this Agreement will not jeopardize the status of West as a "real estate investment trust" under the Code; (g) No preliminary or consents permanent injunction or other order or decree by any federal or state court which prevents the consummation of any Governmental Entity or third party the Merger shall have been obtained issued and remain in effect (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall each party agreeing to use its best efforts to have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Companyinjunction, order or decree lifted); and (h) there Each of the East Required Statutory Approvals described in Section 3.3(c)(i) and (ii) and West Required Statutory Approvals described in Section 4.3(c)(i) and (ii) shall not have been obtained and be any statutein effect at the Closing, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or East Required Consents and West Required Consents shall have been obtained and be in effect at the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeClosing.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate this Agreement to effect the Merger are Mergers and the other Transactions shall be subject to the satisfaction or, to the extent waivable, waiver at or waiver by each of prior to the Parties Closing of the following conditions: (a) this Agreement and At the Merger Extraordinary Meeting (including any adjournments thereof), the Required SPAC Shareholder Matters shall have been duly adopted by the requisite vote under applicable law of SPAC Shareholders in accordance with the stockholders of Cayman Companies Act, the Company and this Agreement SPAC’s Governing Documents and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the Nasdaq rules and regulations of the NNM by the stockholders of Parent (if necessary);regulations, as applicable. (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof The Company Shareholder Approval shall have been issued obtained in accordance with applicable law and no proceeding for that purposethe Governing Documents of the Company. (c) All applicable waiting periods (and any extensions thereof) under Antitrust Laws will have expired or otherwise been terminated. (d) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no similar proceeding in respect temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Proxy Statement, Transactions will be in effect or shall have been initiated or be threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other a Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated;jurisdiction. (e) The shareholders of SPAC shall have voted to approve the Parent Shares issuable to stockholders articles of association of TopCo in the form of the Company pursuant Amended and Restated Articles as of immediately prior to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;SPAC Merger Effective Time, if required under Cayman Islands law. (f) The Company and Parent Registration Statement shall each have received a written opinion from its tax counsel, become effective in form and substance reasonably satisfactory to it, to accordance with the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) provisions of the Code Securities Act, and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if be subject to any stop order or proceeding (or threatened proceeding by the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied SEC) seeking a stop order with respect to such Party the Registration Statement. (g) The shares constituting the Merger Consideration and SPAC Merger Consideration shall be approved for listing upon the Closing on the Listing Exchange. (h) The 103K Tax Ruling (or, if counsel for sought by the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable Company in accordance with Section 6.05, the 104H Interim Tax Ruling) and customary representations as requested by such counsel for the purpose of rendering such opinions;Israeli Option Tax Ruling shall have been obtained from the ITA and be in effect. (i) all required approvals or consents At least fifty (50) days shall have elapsed after the filing of any Governmental Entity or third party the Merger Proposal with the Companies Registrar and at least thirty (30) days shall have elapsed after the Company Shareholder Approval has been received. (j) The ISA Exemptions shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeobtained.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are transactions contemplated hereby shall be subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) That all conditions to the Closing contained in this Article VII shall have been satisfied in all respects or waived in accordance with the terms of this Article VII and the Closing Date shall occur on or before December 31, 1997, unless extended in accordance with the terms of this Agreement; provided, however, either the Company or Newco may extend the Closing Date pursuant to Section 2.3 hereof for one 30-day period, provided the extending party is not in breach or default under the terms of this Agreement and the Merger conditions to the Closing set forth in Article VII have not been satisfied; (b) That all permits, approvals and consents of any governmental body or agency (including, without limitation, state insurance departments) or Person which are required in connection with the transactions contemplated by this Agreement shall have been adopted obtained, which approvals shall not contain conditions to which Guarantee reasonably objects, and such permits, approvals and consents shall be effective and shall not be suspended, revoked or stayed by action of any governmental authority or Person; (c) That all applicable waiting periods under the requisite vote under HSR Act, state antitrust laws, plant closing laws or any other applicable law laws shall have expired or been terminated; (d) That, at or prior to the Closing Date, none of the stockholders Company, Newco or Guarantee shall be subject to any order, decree or injunction of a government regulatory agency or a court of competent jurisdiction which (i) prevents or delays any of the transactions contemplated by this Agreement or (ii) would impose any material limitation on the ability of the Company to conduct its business and operations in substantially the same form as it is presently being conducted; (e) That this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party the Company, Parent and Purchaser to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, the written waiver at or waiver by prior to the Effective Time of each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted and the Merger approved by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Company; (b) the SEC there shall not have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement been any action taken, or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, judgment, order or decreedecree proposed, entered, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger by any Governmental Entity, other than the application of the waiting period provisions of the HSR Act to the Merger, and there shall not be pending any action, suit or proceeding by any Governmental Entity against Parent, the other transactions contemplated hereby Company, Purchaser or any of their respective Subsidiaries, that is likely to (i) render Parent and/or Purchaser unable to accept for payment or pay for some or all of the Shares, (ii) impose material limitations on the ability of Parent effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to the Company's stockholders, (iii) prohibit or impose any limitations on Parent's direct or indirect ownership or operation (or in the case that of any statueof its affiliates) of all or a material portion of their or the Company's businesses or assets, rule (iv) compel Parent or regulationits affiliates to dispose of or hold separate any portion of the business or assets of the Company or Parent and their respective Subsidiaries, awaiting signature (v) oblige the Company, Parent or reasonably expected any of their respective Subsidiaries to become law), by any court, government pay material damages in connection with the Transactions or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have (vi) otherwise constitute a Company Material Adverse Effect on or, as a result of the Company Transactions, a Parent Material Adverse Effect; and (c) any waiting periods (and any extension thereof) under the HSR Act applicable to the Merger shall have expired and any other approval or the Parent at requirements under any other applicable material Antitrust Law shall have been obtained or after the Effective Timecomplied with.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction or waiver by each of the Parties fulfillment of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by (i) the requisite vote under of LISB's stockholders in accordance with applicable law and regulations; and (ii) the rules requisite vote of AFC's stockholders in accordance with applicable law and regulations of the NNM by the stockholders of Parent (if necessary)regulations; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party transactions contemplated hereby shall have been obtained (and shall remain in full force and effect and all relevant statutory, regulatory or other governmental statutory waiting periods, whether domestic, foreign or supranational, periods in respect thereof shall have expired); and all other consents, except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents waivers and approvals would not reasonably be expected of any third parties which are necessary to have a Material Adverse Effect on permit the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to consummation of the Merger and the other transactions contemplated hereby shall have been obtained or made except for those the failure to obtain of which would not have a Material Adverse Effect (i) on LISB and its Subsidiaries taken as a whole or in (ii) on AFC and its Subsidiaries taken as a whole. None of the case of approvals or waivers referred to herein shall contain any statue, rule term or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, condition which would have a Material Adverse Effect on (x) LISB and its Subsidiaries taken as a whole or (y) AFC and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the Company consummation of the Merger; (d) no statute, rule or regulation, shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Parent at Merger; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or after threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained; (f) AFC shall have received a letter, dated as of the Effective TimeDate, from its independent certified public accountants, reasonably satisfactory to AFC and LISB, to the effect that the Merger shall be qualified to be treated as a "pooling-of-interests" for accounting purposes by AFC; (g) AFC shall have received the agreement referred to in Section 4.11 from each affiliate of LISB; and (h) AFC shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of AFC Common Stock shall then be trading, subject only to official notice of issuance, the shares of AFC Common Stock to be issued by AFC in exchange for the shares of LISB Common Stock.

Conditions to Each Party’s Obligations. The respective --------------------------------------- obligations of each Party the Company and the Buying Entities to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or waiver by prior to the Effective Time of each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection accordance with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)applicable law; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness consummation of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the PartiesMerger; (c) no judgment, order, decree, statute, law, ordinance, rule action or regulation, entered, enacted, promulgated, enforced or issued proceeding by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing shall have been commenced (and be pending), or, to the consummation knowledge of the Merger parties hereto, threatened, against the Company, Reckson, Reckson OP or making Buyer or any of their respective affiliates, partners, associates, officers or directors, or any officers or directors of such partners, seeking to prevent or delay the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each Transactions or challenging any of the Parties shall have used reasonable efforts to prevent the entry terms or provisions of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredthis Agreement or seeking material damages in connection therewith; (d) (i) the waiting period(s) Form S-4 Registration Statement shall have become effective under the HSR Act Securities Act, and all shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable material foreign antitrustto the registration and qualification of (A) the shares of Class B Stock to be issued in the Merger assuming that the Share Issuance Approval is obtained and (B) the shares of Class B Stock, competition Notes and merger laws, if any, Guarantees to be issued in the Merger assuming that the Share Issuance Approval is not obtained (and with respect to clauses (A) and (B) the shares of Reckson Common Stock issuable upon conversion of the Class B Stock) shall have expired or been terminated;complied with and (ii) the Indenture shall have been qualified under the TIA; and (e) the Parent Shares shares of Class B Stock to be issued in the Merger (and the shares of Reckson Common Stock issuable to stockholders upon conversion of the Company pursuant to this Agreement such Class B Stock) shall have been authorized approved for listing on the NNM upon NYSE, subject to official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders shareholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);; 49 (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;; and (fe) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required filings or submissions to, or approvals or consents of of, any Governmental Entity or third party shall have been made or obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of approvals or consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and or approvals would not reasonably be expected to have a Material Adverse Effect on the Company Company, the Surviving Corporation or the Parent and (ii) all such approvals and consents which that have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company Surviving Corporation or the Parent at or after the Effective TimeParent.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated thereby shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Closing Date of the following conditions: (a) this This Agreement and the Merger transactions contemplated hereby shall have been adopted approved in the manner required by applicable law by the requisite vote under applicable law holders of the stockholders issued and outstanding shares of capital stock of Insynq and of Xcel. (b) No party to this Agreement shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the consummation of the Company transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed. (c) No material action, suit, proceeding, or investigation involving either party shall have been initiated and this Agreement be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of Parent Shares Xcel Stock to be issued in connection with this Merger transaction shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered;received. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the waiting period(s) under the HSR Act execution, delivery, and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders performance of the Company pursuant to this Agreement shall have been authorized obtained or made, except for listing on filings required to be filed after the NNM upon official notice Closing Date. (e) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of issuance;the transactions contemplated hereby or cause any such transaction to be declared unlawful or rescinded or that could reasonably be expected to cause an Insynq Material Adverse Effect or a Material Adverse Effect. (f) The Company All documents and Parent instruments to be delivered by the parties in connection with the transactions contemplated hereby shall each have received a written opinion from its tax counsel, be in form and substance reasonably satisfactory to itthe parties and their respective counsel, to and the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(aparties shall have received such other documents and instruments as they may reasonably request in connection therewith. (g) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties Each party to this Agreement agree shall have completed to make its satisfaction, due diligence investigation on the other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (h) Each party to this Agreement shall have provided the information necessary to complete the Schedules and Exhibits to this Agreement and the Schedules and Exhibits must be completed and the information contained therein must be satisfactory to each party to this Agreement, in each such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;party's sole discretion. (i) all required approvals or consents This Agreement shall be modified and amended to reflect changes, provisions, terms and conditions agreed upon by the parties hereto prior to the Closing. (j) None of any Governmental Entity or third party these transactions contemplated hereby shall have been obtained (enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and all relevant statutory, regulatory not suit or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in proceeding challenging the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (shall have been threatened or in the case of any statue, rule instituted and no investigative or regulation, awaiting signature or reasonably expected to become law), other demand shall have been made by any courtfederal or state governmental branch, government agency, commission or governmental authority regulatory authority. (k) Xcel shall continue to be listed and shall not have received any notice of impending delisting or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on suspension from the Company or the Parent at or after the Effective TimeNasdaq Electronic Bulletin Board.

Conditions to Each Party’s Obligations. The respective obligations effectiveness of each Party to consummate this Agreement on the Merger are Closing Date is subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) no action, suit or proceeding shall be pending or threatened by or before any Governmental Authority wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement and to be rescinded following consummation or (iii) affect adversely the Merger shall have been adopted by the requisite vote under applicable law right of HSOA to own, operate or control any of the stockholders assets and operations of FIBER-SEAL following the Company Closing, and this Agreement and the issuance of Parent Shares no such judgment, order, decree, stipulation or injunction shall be in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)effect; (b) the SEC Parties shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued duly executed and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesdelivered this Agreement; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued the delivery by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation HSOA of the Merger or making the Merger illegal (collectively, "RESTRAINTS"HSOA Shares as set forth in Section 1.2(a) shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredhereof; (d) the waiting period(s) under execution and delivery by HSOA to AMHERST of the HSR Act Note, the Pledge Agreement (herein so called), and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminatedthe Warrant; (e) the Parent Shares issuable to stockholders execution and delivery by HSOA, AMHERST and Escrow Agent of the Company pursuant Escrow Agreement, and the execution and delivery of a blank stock power for the Escrow Shares; (f) the execution and delivery by HSOA/FIBER-SEAL and R▇▇▇ ▇. ▇'▇▇▇▇▇ of an employment agreement in the form attached hereto as Exhibit E; (g) the execution and delivery by HSOA and R▇▇▇ ▇. ▇'▇▇▇▇▇ of a stock option agreement in the form attached hereto as Exhibit F; (h) the execution and delivery by HSOA, AMHERST and GRASSMERE of a Repurchase Option Agreement in the form attached hereto as Exhibit G; (i) the execution and delivery by HSOA and AMHERST of a Registration Rights Agreement in the form attached hereto as Exhibit H; (j) FIBER-SEAL shall have obtained any waiver, permit, consent, approval, or other authorization, and effected any registration, filing or notice, referred to in Section 2.6; (k) Each of the Parties to this Agreement shall have been authorized for listing on performed or complied with the NNM upon official notice agreements and covenants required to be performed or complied with under this Agreement as of issuanceor prior to the Closing Date; (fl) The Company and Parent HSOA shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to an Investor's Representation Statement prepared jointly by the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, PARTNERS in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.form attached hereto as Exhibit I.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party the Parties to consummate proceed with the Merger are Closing contemplated hereby is subject to the satisfaction on or waiver by each prior to the Closing Date of the Parties all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by such Parties: (a) this Agreement and (i) each of the Merger items set forth in Section 5.5 to be submitted to the Shareholders at the First Shareholders’ Meeting shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM holders of the issued and outstanding Common Shares as set forth in Section 4.26, and (ii) the Company shall have received proxies authorizing management’s proxies to vote to approve and adopt, by the stockholders requisite vote of Parent (if necessary)the holders of the issued and outstanding Common Shares as set forth in Section 4.26, each of the items set forth in Section 5.5 to be submitted to the Shareholders at the Second Shareholders’ Meeting and the Third Shareholders’ Meeting, and none of such proxies shall have been revoked by the time of the Closing; (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement all waiting periods under any applicable pre-merger notification Law has expired or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Partiesterminated; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts received all other consents and approvals from any Governmental Entity, the absence of which would be reasonably likely to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredhave a Company Material Adverse Effect or a Sponsor Material Adverse Effect; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunctionjudgment, order or order, decree, ruling or injunction enacted, enforced, promulgatedissued, entered, issued or deemed promulgated, applicable to the Merger Assets Sale or the Liquidation by or on behalf of a Governmental Entity that, directly or indirectly, (i) prohibits the acquisition by Purchaser or Sponsor of any material Company Assets under the Assets Sale or restrains or prohibits the consummation of the Assets Sale and the other transactions contemplated hereby Liquidation, (ii) prohibits or in materially limits the case ownership or operation by the Purchaser of any statuea material portion of the business or assets of the Subsidiaries, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that couldtaken as a whole, or could reasonably be expected toof CF Leasing individually, have a Material Adverse Effect on (iii) compels the Company or any of its Subsidiaries to dispose of or hold separate any material portion of the Parent at business or after assets of such a Person, in each case as a result of the Effective TimeAssets Sale and the Liquidation, (iv) prohibits the Purchaser or the Sponsor from effectively controlling in any material respect any material portion of the business or operations of the Subsidiaries, taken as a whole, or CF Leasing individually (other than day to day management of such business or operations) or (v) otherwise materially adversely affects the Company and its Subsidiaries, taken as a whole; and (e) there shall not be instituted or pending any action, suit or proceeding brought by a Governmental Entity that seeks to, or is reasonably likely to result in, any of the effects described in sub-clauses (i) through (v) of clause (d) immediately above.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are transactions contemplated by this Agreement, unless waived by the other parties hereto, shall be subject to the satisfaction fulfillment on or waiver by each of prior to the Parties Closing Date of the following conditions: (a) No order, writ, injunction or decree shall have been entered and be in effect that restrains, enjoins or invalidates, or otherwise materially adversely affects the transactions contemplated by this Agreement, and no action, suit or other proceeding shall be pending or threatened that has a reasonable likelihood of resulting in any such order, writ, injunction or decree. (b) The Bankruptcy Court shall enter the Orders reasonably acceptable to Buyer approving the transactions contemplated hereby and the terms and conditions of this Agreement, finding that (i) notice of the hearing concerning approval of the transactions contemplated hereunder was given to all holders of Claims, Liens and Interests in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure and constitutes such notice as is appropriate under the particular circumstances under the Bankruptcy Code and in accordance with any other applicable Law, and (ii) the Sellers have the legal right and capacity to convey all the respective right, title and interest of the Sellers in and to the Assets and that Buyer is a good faith Buyer entitled to the protections afforded by Bankruptcy Code Section 363(m) providing for the sale of the Assets free and clear of all Liens, Claims and Interests, other than the Assumed Liabilities and any other liabilities assumed by Buyer under this Agreement, with such Liens, Claims and Interests to attach to the consideration to be received by the Sellers in the same priority and subject to the same defenses and avoidability, if any, as before the Closing, or satisfied in full at Closing. In addition, Sellers shall use their best efforts to give notices by publication at the expense of Buyer in such newspapers of general circulation, and in such form as specified by Buyer to the Sellers in writing by no later than 5:00 p.m. Houston, Texas time on July 20, 2004, of the hearing before the Bankruptcy Court concerning approval of the transactions contemplated by this Agreement. (c) The Bankruptcy Court shall have entered the Orders and any other orders required to be entered by the Bankruptcy Court with respect to this Agreement and the Merger transactions contemplated hereby. All such orders (other than the Cooperheat Confirmation Order and IISI Confirmation Order) shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;parties thereto. (id) all required approvals or consents of any Governmental Entity or third party The waiting period under the HSR Act shall have been obtained (expired or terminated, and all relevant statutoryany other applicable competition, regulatory merger, control, antitrust Law or other governmental waiting periods, whether domestic, foreign or supranational, similar Law shall have expired), exceptbeen waived or terminated, in and any other Governmental Authorities whose consent is required for consummation of the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (shall have issued all consents required for the transactions contemplated hereby, and no condition or requirement adverse to the interests of Buyer in its reasonable discretion shall be imposed on or required of Buyer or any of its Affiliates as a result of or as a condition to any of the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeforegoing.

Conditions to Each Party’s Obligations. The respective obligations of -------------------------------------- each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement Agreement, the Merger and the Merger Contribution shall have been adopted by received the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)Requisite Shareholder Approval; (b) all applicable waiting periods (and any extensions thereof) under the HSR Act relating to the Merger and/or the Contribution shall have expired or otherwise been terminated; (i) Engage shall either have obtained a written opinion from Delaware counsel reasonably acceptable to the Company that shares of Engage Common Stock held by CMGI will not be disqualified from voting in favor of this Agreement and the terms of the Contribution at a meeting of the stockholders of Engage, or (ii) such approval of the Engage stockholders shall have taken place. (d) the California Department of Corporations shall have approved the Section 3(a)(10) Applications and issued a permit qualifying the Merger Shares and the Contribution Shares pursuant to Section 25113 of the California Corporate Securities Law of 1968, as amended, or the Form S-4(s) of CMGI and Engage shall have been declared effective by the SEC and there shall have declared the S-4 Registration Statement effective; no not be in effect any stop order suspending the effectiveness of the S-4 Registration Statement permits or the Form S-4(s) or any part thereof proceedings seeking such a stop order; (e) Except as provided in subsection (c) above, Engage shall have been issued and no proceeding for that purposeobtained all of the waivers, permits, consents, approvals or other authorizations, and no similar proceeding in respect effected all of the Proxy Statementregistrations, shall have been initiated or threatened in writing by the SEC; filings and all requests for additional information notices, which are required on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties;Engage; and (cf) no judgment, temporary restraining order, decreepreliminary or permanent injunction, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or other order issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or regulatory restraints or prohibition preventing the consummation of the Merger or making the Contribution or materially limiting or restricting CMGI's or Engage's conduct or operation of the business of CMGI, Engage or the Company after the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement Closing Date shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent issued, nor shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested any proceedings brought by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity seeking any of the foregoing be pending, nor shall there be any action taken, or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, regulation or order or decree, enacted, enforced, promulgated, entered, issued enforced or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at Contribution which would affect the effectiveness of the Merger or after the Effective TimeContribution.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate effect the Merger Transaction are subject to the satisfaction fulfillment at or waiver by prior to the Closing Date of each of the Parties of the following conditions, any or all of which may be waived in whole or in part by the Party being benefited thereby to the extent permitted by applicable Law: (a) this The Bermuda Amalgamation Agreement and the Merger shall have been adopted transactions contemplated by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on approved and adopted by the NNM upon official notice of issuance;Required Company Vote. (fb) The Company All authorizations, consents, Orders or Permits of, or filings with, and Parent shall each have received a written opinion from its tax counselthe expirations of waiting periods required from, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party Authority set forth in Section 3.07(a) (other than clause (vii) thereof) and Section 4.03(a), including without limitation the Requisite Insurance Regulatory Approvals, shall have been filed, have occurred or been obtained (all such authorizations, consents, Orders, Permits or filings, and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all relevant statutorysuch Requisite Regulatory Approvals shall be in full force and effect. (c) All other notices, regulatory or reports, applications and other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in filings required to be made prior to the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Closing by Parent or the Surviving Corporation Company or their respective affiliatesSubsidiaries shall have been made, where except for those the failures failure of which to obtain any such consents and approvals make or submit would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect. (i) No Governmental Authority shall have enacted, issued, promulgated or enforced any Law or Order (whether on a temporary, preliminary or permanent basis), in any case which is in effect and which prevents or prohibits consummation of the Company transactions contemplated by this Agreement; and (ii) all such approvals no Person shall have instituted any Action (which remains pending at what would otherwise be the Closing Date) before any court in Bermuda, the United States, any state thereof, or any other country or before any other Governmental Authority of competent jurisdiction seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement, except in the case of this clause (ii) for Actions that do not and consents which have been obtained shall be on terms that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Parent Material Adverse Effect on the Company or the Parent at or after the Effective TimeEffect.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction fulfillment or waiver by each of at or prior to the Parties Effective Time of the following conditions: (a) this This Agreement and the Merger shall have been adopted by the requisite affirmative vote under applicable law of the stockholders of USFS and the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)in accordance with applicable law; (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof No Legal Requirements shall have been issued and no proceeding for enacted, entered, promulgated or enforced by any court or Governmental Entity that purpose, and no similar proceeding in respect prohibit or prevent the consummation of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the PartiesMerger; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties The Registration Statement shall have used reasonable efforts to prevent become effective under the entry Securities Act and shall not be the subject of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredstop order or proceedings seeking a stop order; (d) the waiting period(s) All approvals required under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, state securities or "Blue Sky" laws shall have expired or been terminatedobtained; (e) The Company Common Stock to be issued in the Parent Shares issuable to stockholders of the Company Merger pursuant to this Agreement shall have been authorized for listing on the NNM upon Nasdaq National Market, subject to official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required All consents, authorizations, orders and approvals of (or consents of filings or registrations with) any Governmental Entity or third party required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expiredas the case may be), except, except for filings in connection with the case of consents Merger and any 28 27 other documents required to be filed after the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, Effective Time and except where the failures failure to obtain have obtained or made any such consents consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect with respect to the Company or USFS and (ii) such consents, authorizations, orders and approvals would shall be subject to no conditions other than conditions that could not reasonably be expected to have a Material Adverse Effect on with respect to the Company and USFS, taken as a whole; (iig) all such Any required consents or approvals and consents which of any person to the Merger or the transactions contemplated hereby shall have been obtained shall and be on terms that would in full force and effect, except for those the failure to obtain will not reasonably be expected to have a Material Adverse Effect material adverse effect on the Companybusiness, assets, properties, financial condition or the results of operations of the Surviving Corporation and its subsidiaries taken as a whole; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed Any waiting period applicable to the Merger and under the other transactions contemplated hereby (HSR Act shall have expired or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timebeen terminated.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated thereby shall be subject to the satisfaction fulfillment at or waiver by each of prior to the Parties Closing Date of the following conditions: (a) this This Agreement and the Merger transactions contemplated hereby shall have been adopted approved in the manner required by applicable law by the requisite vote under applicable law holders of the stockholders issued and outstanding shares of capital stock of Aptus and of Insynq. (b) No party to this Agreement shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the consummation of the Company transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed. (c) No material action, suit, proceeding, or investigation involving either party shall have been initiated and this Agreement be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of Parent Shares Insynq Stock to be issued in connection with this Merger transaction shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered;received. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the waiting period(s) under the HSR Act execution, delivery, and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders performance of the Company pursuant to this Agreement shall have been authorized obtained or made, except for listing on filings required to be filed after the NNM upon official notice Closing Date. (e) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of issuance;the transactions contemplated hereby or cause any such transaction to be declared unlawful or rescinded or that could reasonably be expected to cause an Aptus Material Adverse Effect or a Material Adverse Effect. (f) The Company All documents and Parent instruments to be delivered by the parties in connection with the transactions contemplated hereby shall each have received a written opinion from its tax counsel, be in form and substance reasonably satisfactory to itthe parties and their respective counsel, to and the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(aparties shall have received such other documents and instruments as they may reasonably request in connection therewith. (g) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties Each party to this Agreement agree shall have completed to make its satisfaction, due diligence investigation on the other, its shareholders, its business and operations, financial condition, outstanding liabilities, business prospects and other material information. (h) Each party to this Agreement shall have provided the information necessary to complete the Schedules and Exhibits to this Agreement and the Schedules and Exhibits must be completed and the information contained therein must be satisfactory to each party to this Agreement, in each such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;party's sole discretion. (i) all required approvals or consents This Agreement shall be modified and amended to reflect changes, provisions, terms and conditions agreed upon by the parties hereto prior to the Closing. (j) None of any Governmental Entity or third party these transactions contemplated hereby shall have been obtained (enjoined by the court or by any federal or state governmental branch, agency, commission or regulatory authority and all relevant statutory, regulatory not suit or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in proceeding challenging the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (shall have been threatened or in the case of any statue, rule instituted and no investigative or regulation, awaiting signature or reasonably expected to become law), other demand shall have been made by any courtfederal or state governmental branch, government agency, commission or governmental authority regulatory authority. (k) Insynq shall continue to be listed and shall not have received any notice of impending delisting or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on suspension from the Company or the Parent at or after the Effective TimeNasdaq Electronic Bulletin Board.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are Transactions will be subject to the satisfaction (or waiver by each of such Party, if permissible under applicable Law) on or prior to the Parties Closing Date of the following conditions: (a) this Agreement There is no Law or Order which (i) is in effect and (ii) has the Merger shall have been adopted by effect of preventing, prohibiting, enjoining or making illegal, the requisite vote under applicable law consummation of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent Transactions (if necessarya “Closing Legal Impediment”); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall The Acquiror Stockholder Approval will have been issued obtained in accordance with the provisions of Acquiror’s Organizational Documents and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the PartiesDGCL; (c) no judgmentThe Acquiror Common Stock to be issued in connection with the Transactions (including the PIPE Financing) will have been approved for listing on the Nasdaq, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity subject only to official notice of competent jurisdiction or other legal restraint or prohibition preventing issuance thereof and the consummation requirement to have a sufficient number of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredround lot holders; (d) The Offer will have been completed in accordance with the waiting period(s) under terms hereof and the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminatedProxy Statement; (e) After giving effect to all redemptions of Acquiror Public Shares pursuant to the Parent Shares issuable to stockholders Offer, Acquiror will have net tangible assets of at least five million one dollars ($5,000,001) upon consummation of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuanceMerger; (f) The Company and Parent shall each PIPE Financing will have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, been consummated pursuant to the effect that for federal income tax purposes Subscription Agreements; (g) The Debt Refinancing (or, if applicable, receipt of Lender Approval in lieu thereof) shall have been consummated or will be concurrently consummated with the Merger will constitute a reorganization within Closing; (h) All applicable waiting periods (and any extensions thereof) under the meaning of Section 368(a) HSR Act in respect of the Code and such opinions shall not Transactions will have expired or been withdrawnterminated; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;and (i) all required approvals or consents of any Governmental Entity or third party Either (i) the Registration Statement shall have been obtained (and all relevant statutory, regulatory declared effective by the SEC or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which Acquiror shall have been obtained shall be on terms telephonically advised by the staff of the SEC that would not reasonably be expected it will grant Acquiror’s request to have a Material Adverse Effect on accelerate the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to effectiveness of the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeRegistration Statement.

Conditions to Each Party’s Obligations. The respective obligations Each party’s obligation to effect the Closing is subject to satisfaction, or written waiver by the party entitled to the benefit thereof, of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and any review or investigation by CFIUS of the Merger Transactions shall have been adopted conducted, and (i) CFIUS shall have determined that the Transactions are not covered transactions and not subject to review under applicable Law; (ii) the parties shall have received written notice from CFIUS that review of the Transactions under Exon-▇▇▇▇▇▇ has been concluded and CFIUS shall have determined that there are no unresolved national security concerns with respect to the Transactions and advised that action under Exon-▇▇▇▇▇▇, and any investigation related thereto, has been concluded with respect to the Transactions; or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by the requisite vote parties and either (A) the period under applicable law of Exon-▇▇▇▇▇▇ during which the stockholders of President may announce his decision to take action to suspend, prohibit or place any limitations on the Company and this Agreement and the issuance of Parent Shares in connection with this Merger Transactions shall have been approved by expired without any such action being taken or (B) the requisite vote under President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the rules and regulations of Transactions (collectively, the NNM by the stockholders of Parent (if necessary“CFIUS Condition”); (b) no Law or order, writ, injunction, Judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered by any Governmental Body (each, a “Restraint”) shall be in effect enjoining, restraining, preventing or prohibiting the SEC shall have declared Closing or making the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the PartiesClosing illegal; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement Legacy Consents shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counselobtained, in form and substance reasonably satisfactory to iteach party, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(aand shall be in full force and effect; (d) of the Code and such opinions shall not all Pre-Closing Liability Transfer Obligations have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions;(i) cancelled, (i) all required approvals assumed or consents otherwise guaranteed by Buyer or its Affiliates, effective as of any Governmental Entity or third party shall have been obtained (and all relevant statutorythe Closing, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and or (ii) all otherwise secured by the taking of such approvals actions as may be mutually agreed between Buyer and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the CompanySeller; and (he) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable each party is reasonably satisfied that the transition of the payroll process to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeBuyer and/or its Affiliates has been completed.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; and, if the Closing occurs after December 31, 2001 and the Parent does not then satisfy the maintenance criteria (qualitative and otherwise) of the NNM (or any other requirements set forth in a letter from the 50 NNM to Parent regarding the possible delisting of the Parent Shares), there shall then remain at least forty five (45) calendar days before a Final Delisting Date, if any; (f) The Company and Parent shall each have received a written opinion from its tax counselcounsel (Hill & ▇▇▇▇▇▇), and, if a Parent Stockholder Meeting was held, the Parent shall have received a written opinion from its tax counsel (▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLC), each in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions opinion shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party the Company if counsel for the other Party Parent renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (g) (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company Company, the Surviving Corporation or the Parent and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company Company, the Surviving Corporation or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTSRestraints") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; and, if the Closing occurs after December 31, 2001 and the Parent does not then satisfy the maintenance criteria (qualitative and otherwise) of the NNM (or any other requirements set forth in a letter from the NNM to Parent regarding the possible delisting of the Parent Shares), there shall 55 59 then remain at least forty-five (45) calendar days before a Final Delisting Date, if any; (f) The Company and Parent shall each have received a written opinion from its tax counselcounsel (Hill & Bar▇▇▇), and, if a Parent Stockholder Meeting was held, the Parent shall have received a written opinion from its tax counsel (Bel▇, ▇▇▇▇ & Llo▇▇ ▇▇C), each in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions opinion shall not have been withdrawn; PROVIDEDprovided, HOWEVERhowever, that if the counsel to one Party the Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party the Company if counsel for the other Party Parent renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company Company, the Surviving Corporation or the Parent and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company, the Surviving Corporation or the Parent; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company Company, the Surviving Corporation or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction or waiver by each of the Parties fulfillment of the following conditions, none of which may be waived: (a) this Agreement and the Merger shall have been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger transactions contemplated hereby shall have been approved by the requisite vote under the rules and regulations of the NNM by the Company's stockholders of Parent (if necessary)in accordance with applicable law; (b) all necessary regulatory or governmental approvals, consents or waivers required to consummate the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party transactions contemplated hereby shall have been obtained (and shall remain in full force and effect and all relevant statutory, regulatory or other governmental statutory waiting periods, whether domestic, foreign or supranational, periods in respect thereof shall have expired); and all other permits, exceptconsents, in waivers, clearances, approvals, authorizations of and filings with regulatory or governmental bodies and any third parties which are necessary to permit the case consummation of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby shall have been obtained or made. None of the approvals or waivers referred to herein shall contain any term or condition which (i) is unduly burdensome to the Purchaser, (ii) materially reduces or in impairs the case value of any statuethe Company and its Subsidiaries, rule taken as a whole, to the Purchaser or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, (iii) would have a Material Adverse Effect on (x) the Company and its Subsidiaries taken as a whole or (y) the Parent at Purchaser and its Subsidiaries taken as a whole; (c) no party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall have been instituted after the Effective Timedate of this Agreement relating to the transactions contemplated by this Agreement, and no judgment, order or decree of any court shall be in effect, and no statute or rule, and no applicable order or regulation of any governmental agency shall be in effect that, in the reasonable opinion of Purchaser, materially reduces or impairs the value of the Company and its Subsidiaries to the Purchaser or its stockholders; and (d) no statute, rule, regulation, order injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction contemplated by this Agreement.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the requisite vote under applicable law of the stockholders shareholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);; 44 (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTSRestraints") shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity preventing the consummation of the Merger; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders shareholders and other securityholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;; and (f) The Parent and the Company and Parent shall each have received a written opinion opinions from its their respective tax counselcounsel (Kat▇▇▇ ▇▇▇▇▇▇ ▇▇v▇▇ and Mor▇▇▇, ▇an▇▇▇▇ & Mar▇▇▇, ▇LP, respectively), in form and substance reasonably satisfactory to itthem, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDEDprovided, HOWEVERhowever, that if the counsel to one Party either Parent or Company does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for to the other Party renders such opinionopinion to such Party. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate the Merger are transactions contemplated hereby shall be subject to the satisfaction or, where permissible, waiver, on or waiver by each of prior to the Parties Closing Date, of the following conditions: (a) this Agreement and The waiting period applicable to the Merger under the HSR Act shall have expired or been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary);terminated. (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness None of the S-4 Registration Statement or parties shall be subject to any part thereof shall have been issued and no proceeding for that purposeorder, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, orderinjunction, decreedecree or ruling, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any other action of a court or other Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the Merger or any other transactions contemplated by this Agreement; PROVIDED that each of the parties shall have used its reasonable best efforts to appeal as promptly as practicable any such order, judgment, injunction, decree, ruling or other legal restraint action. (c) The Company Shareholder Approval shall have been obtained in accordance with the Texas Business Corporation Act and the Company's Certificate of Incorporation and By-laws. (d) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or prohibition preventing proceedings seeking a stop order. (e) All Regulatory Filings and Consents (including, without limitation, the Other Antitrust Filings and Consents) which are necessary for the consummation of the Merger shall have been made or making obtained, or any waiting period (whether requisite or voluntary) under any Foreign Antitrust Laws shall have expired, in each case, to the Merger illegal extent that the failure to make or obtain such Regulatory Filings or Consents or of the waiting period to have expired, in the aggregate, is reasonably likely, individually or in the aggregate, to have a Material Delaying Effect (collectivelyall such Consents, Regulatory Filings and the lapse of all such waiting periods being referred to as the "RESTRAINTSREQUISITE REGULATORY APPROVALS") ), and all such Requisite Regulatory Approvals shall be in full force and effect; PROVIDED. There shall not be any statute, HOWEVERlaw, rule or regulation that each makes consummation of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired transactions contemplated hereby illegal or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance;prohibited. (f) The Company and shall have received the Requisite Waivers, and, if Parent shall each have requested the Company to prepare and distribute a Tender Offer Statement, the holders of a Requisite Majority shall have tendered the Notes held by them, and the Company shall have received written notice of the approval of a written opinion from its tax counselRequisite Majority for the amendments and/or waivers described in the final version of such Tender Offer Statement distributed to holders of Notes, and, with respect to any Notes which remain outstanding, the Trustee with respect to the Notes shall have executed and delivered to the Company a supplemental indenture acceptable in form and substance reasonably satisfactory to itParent. (g) RV shall have acquired, to directly or indirectly, the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning Netstream Shares free and clear of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the any Encumbrances other Party renders such opinion. The Parties than any Encumbrances created pursuant to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeAgreement.

Conditions to Each Party’s Obligations. The respective obligations obligation of each Party party to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by each of at or prior to the Parties Closing of the following conditions: (a) this Agreement all authorizations, consents, registrations, notices or approvals required by third parties (other than Governmental Antitrust Entities) and the Merger set forth in Schedule 7.1(a) hereto shall have occurred or been adopted by the requisite vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)obtained; (b) any waiting period (and any extension thereto) (i) applicable to the SEC consummation of the transactions contemplated by this Agreement under the HSR Act shall have declared expired or been terminated and (ii) approval by the S-4 Registration Statement effective; no stop order suspending the effectiveness European Commission of the S-4 Registration Statement or any part thereof transactions contemplated by this Agreement shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with obtained pursuant to the reasonable satisfaction of the PartiesEU Merger Regulation; (c) no judgment, order, decree, statute, law, ordinance, rule all waiting periods applicable to the transactions contemplated by this Agreement or regulation, entered, enacted, promulgated, enforced any Ancillary Agreement under any applicable other antitrust or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, law shall have expired or been terminated; , all filings required by law to be made prior to Closing by TRW or Buyer with, and all consents, approvals and authorizations required by law to be obtained prior to Closing by TRW or by Buyer from any Governmental Antitrust Entities under any applicable foreign antitrust or competition law (ecollectively, "Governmental Antitrust Consents") in order to consummate the Parent Shares issuable to stockholders of the Company pursuant to transactions contemplated by this Agreement shall have been authorized made or obtained (as the case may be), except where the failure for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory such waiting periods to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed expire or to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree terminated, to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals filings, or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would Governmental Antitrust Consents, individually or in the aggregate, is not reasonably be expected likely to have a Material Adverse Effect on if the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable transactions contemplated by this Agreement were consummated to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Time.extent legally permissible;

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) the Company shall have obtained (and shall have provided copies thereof to the Parent) the written consents of (i) all of the members of its Board of Directors, (ii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Shares entitled to vote on this Agreement and the Merger, voting as a single class on an as-converted basis, (iii) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the outstanding Company Common Shares entitled to vote on this Agreement and the Merger shall have been adopted and (iv) Company Stockholders holding Company Shares representing at least a majority of the votes represented by the requisite outstanding shares of Company Preferred Shares entitled to vote under applicable law of the stockholders of the Company and on this Agreement and the issuance of Parent Shares Merger, in connection with this Merger shall have been approved each case to approve the execution, delivery and performance by the requisite vote under Company of this Agreement and the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with other Transaction Documentation to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of which the Company pursuant to this Agreement shall have been authorized for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received is a written opinion from its tax counselparty, in form and substance reasonably satisfactory to it, the Parent; (b) prior to the effect that for federal income tax purposes Closing, the Company and the Parent shall have in escrow in connection with the Private Placement Offering an amount of cash that, together with the principal amount of the Bridge Notes to be converted at the Closing of the Private Placement Offering, equals at least $14,000,000, and the conditions to the closing of such Private Placement Offering shall have been satisfied (other than the consummation of the Merger and those other conditions that, by their nature, will constitute a reorganization within be satisfied at the meaning of Section 368(a) Closing of the Code Private Placement Offering) and such opinions amount of gross proceeds shall be unencumbered cash available to the Parent and the Surviving Corporation at the Effective Time (other than as expressly contemplated by this Agreement); (c) the Company shall have provided evidence reasonably satisfactory to the Parent and the Acquisition Subsidiary of the termination of the Company agreements set forth on Schedule 5.1(c); and (d) the Lock-Up Agreements, SAFE Conversion Agreements and Registration Rights Agreement executed by the parties thereto shall be in full force and effect and shall not have been withdrawn; PROVIDEDrevoked, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested rescinded or otherwise repudiated by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timeparties.

Conditions to Each Party’s Obligations. The respective obligations of each Party party to consummate effect the Merger are shall be subject to the satisfaction fulfillment or waiver by each of at or prior to the Parties Effective Time of the following conditions: (a) this This Agreement and the Merger shall have been adopted by the requisite affirmative vote under applicable law of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)in accordance with applicable law; (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof No Legal Requirements shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulationenacted, entered, enacted, promulgated, promulgated or enforced or issued by any court or other Governmental Entity of competent jurisdiction that prohibit or other legal restraint or prohibition preventing prevent the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be enteredMerger; (di) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Entity required in connection with the waiting period(s) under the HSR Act execution, delivery and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders performance of the Company pursuant to this Agreement shall have been authorized obtained or made (as the case may be), except for listing on the NNM upon official notice of issuance; (f) The Company and Parent shall each have received a written opinion from its tax counsel, filings in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes connection with the Merger will constitute a reorganization within and any other documents required to be filed after the meaning of Section 368(a) of Effective Time and except where the Code and failure to have obtained or made any such opinions shall consent, authorization, order, approval, filing or registration would not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied a Material Adverse Effect with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for Company or any Subsidiary or the purpose Parent or materially adversely affect the ability of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutorythe Company, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or Merger Sub to perform their respective affiliatesobligations hereunder and (ii) such consents, where the failures to obtain any such consents authorizations, orders and approvals would shall be subject to no conditions other than (A) conditions customarily imposed by insurance regulatory authorities or (B) other conditions that could not reasonably be expected to have a Material Adverse Effect on with respect to the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have or any of the Subsidiaries, taken as a Material Adverse Effect on the Companywhole; and (hd) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed Any waiting period applicable to the Merger and under the other transactions contemplated hereby (HSR Act shall have expired or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective Timebeen terminated.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the Merger transactions contemplated hereby are subject to the satisfaction or waiver by each of the Parties of the following conditions: (a) this Agreement and all required filings under the Merger HSR Act shall have been adopted completed and all applicable time limitations under the HSR Act shall have expired without a request for further information by the requisite vote FTC, the Antitrust Division or any other relevant Governmental Entity under the HSR Act, or in the event of a request for further information, the expiration of all applicable law time limitations under the HSR Act following the delivery of a complete response to such request shall have occurred without the objection of the stockholders of FTC, the Company and this Agreement and Antitrust Division or other Governmental Entity having authority with respect to the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary)transactions contemplated hereby; (b) the SEC Registration Statement shall have declared become effective under the S-4 Registration Statement effective; Securities Act and no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding proceedings for that purpose, and no similar proceeding in respect of the Proxy Statement, purpose shall have been initiated or threatened in writing by the SEC; SEC and all requests for additional information on the part of the SEC underwriters named therein shall have been complied with agreed to acquire shares of Parent Common Stock on a firm commitment basis, subject to the reasonable satisfaction of conditions set forth in the Partiesunderwriting agreement; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making the Merger illegal (collectively, "RESTRAINTS") Parent Common Stock which shall be in effect; PROVIDED, HOWEVER, that each of the Parties shall have used reasonable efforts issued to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, shall have expired or been terminated; (e) the Parent Shares issuable to stockholders of the Company pursuant to this Agreement Shareholders upon the Closing shall have been authorized for listing on the NNM upon New York Stock Exchange or the Nasdaq Stock Market, subject to official notice of issuance; (fd) The Company and Parent shall each have received a written opinion from its tax counsel, in form and substance reasonably satisfactory to it, to the effect that for federal income tax purposes the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and such opinions shall not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to this Agreement agree to make such reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions; (i) all required approvals or consents of any Governmental Entity or third party IPO shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in completed at the case of consents same time as the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Companytransactions contemplated hereby are completed; and (he) there The acquisitions of each of FS and RRCC (whether by the acquisition of all or substantially all assets, stock purchase, merger or otherwise) shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to have been completed at the Merger and same time as the other transactions contemplated hereby (or in the case transfer of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeShares hereunder.

Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate effect the Merger Closing are subject to the satisfaction or waiver by each of at or prior to the Parties Closing of the following conditions: (a) this Agreement All consents and the Merger shall have been adopted by the requisite vote under applicable law approvals of the stockholders of the Company and this Agreement and the issuance of Parent Shares in connection with this Merger shall have been approved by the requisite vote under the rules and regulations of the NNM by the stockholders of Parent (if necessary); (b) the SEC shall have declared the S-4 Registration Statement effective; no stop order suspending the effectiveness of the S-4 Registration Statement or any part thereof shall have been issued and no proceeding Governmental Authority required for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Parties; (c) no judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or making transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the Merger illegal (collectively, "RESTRAINTS") shall be in effect; PROVIDED, HOWEVER, that each consummation of the Parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; (d) the waiting period(s) under the HSR Act and all other applicable material foreign antitrust, competition and merger laws, if any, transactions contemplated hereby shall have expired or been terminated; , and no such consents or approvals shall (ei) contain any conditions, restrictions or requirements which Purchaser reasonably determines in good faith would, individually or in the Parent Shares issuable to stockholders aggregate, materially reduce the benefits of the Company pursuant to transactions contemplated by this Agreement shall have been authorized for listing to Purchaser or imposes a financial, operational or other requirement on the NNM upon official notice of issuance; Company or Purchaser to such a degree that Purchaser would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof (fany such condition, restriction or requirement, a “Purchaser Burdensome Condition”) The Company and Parent shall each have received a written opinion from its tax counselor (ii) contain any conditions, restrictions or requirements which Seller reasonably determines in form and substance reasonably satisfactory to itgood faith would, to individually or in the effect that for federal income tax purposes aggregate, materially reduce the Merger will constitute a reorganization within the meaning of Section 368(a) benefits of the Code and transactions contemplated by this Agreement to Seller or imposes a financial, operational or other requirement on Seller or its Affiliates to such opinions shall a degree that Seller would not have been withdrawn; PROVIDED, HOWEVER, that if the counsel to one Party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such Party if counsel for the other Party renders such opinion. The Parties to entered into this Agreement agree to make had such reasonable and customary representations as requested by conditions, restrictions or requirements been known at the date hereof (any such counsel for the purpose of rendering such opinions;condition, restriction or requirement, a “Seller Burdensome Condition”). (i) all required approvals or consents of any Governmental Entity or third party shall have been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired), except, in the case of consents the absence of which could not result in civil or criminal sanctions being imposed on Parent or the Surviving Corporation or their respective affiliates, where the failures to obtain any such consents and approvals would not reasonably be expected to have a Material Adverse Effect on the Company and (ii) all such approvals and consents which have been obtained shall be on terms that would not reasonably be expected to have a Material Adverse Effect on the Company; and (h) there shall not be any No statute, rule, regulation, injunctionorder, order decree, proceeding or decreeinjunction shall have been issued, enacted, enforcedentered, promulgated, enteredinitiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents and (ii) no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (c) No Governmental Authority shall have taken any action or issued any order, directive or deemed applicable agreement that would prevent the execution and consummation of the transactions contemplated by the Fronted Automobile Business Novation Agreement or the Fronted Homeowners Business Novation Agreement on or prior to the Merger and the other transactions contemplated hereby (or in the case of any statue, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that could, or could reasonably be expected to, have a Material Adverse Effect on the Company or the Parent at or after the Effective TimeClosing Date.