Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. The Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key Employee, executed by Parent and such Key Employee; (b) a Registration Rights Agreement, substantially in the form of Exhibit I, executed by Parent; (c) a certificate, executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of Parent, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Stockholder Representative.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) an employment agreement for each Key Employee the Escrow Agreement in substantially the form agreed to between Parent and such Key Employeeof Exhibit G, executed by Parent the Escrow Agent and such Key Employeethe Shareholders’ Representative; (bii) a Registration General Release (including a related spousal consent) in the form of Exhibit H executed by each of the Key Shareholders and each of the Company’s officers and directors (other than those that are Key Shareholders); (iii) a Proprietary Rights Agreement, substantially Agreement in the form of Exhibit I, executed by Parenteach Continuing Employee; (civ) a certificate, offer letter or consulting agreement in the standard form of Parent executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions each Key Employee set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfiedon Exhibit B; (dv) a certificate, executed on behalf written resignations of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations all officers and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (hvi) certified a certificate signed on behalf of the Company by the President and the Chief Financial Officer of the Company representing and warranting that the conditions set forth in Section 7.1, Section 7.2, and, with respect to the Company, Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); provided that the certification by the Company’s officers set forth in such Company Compliance Certificate shall be qualified by and subject to any notifications made pursuant to Section 5.3; (vii) a legal opinion of C▇▇ S▇▇▇▇ M▇▇▇▇▇▇▇ Incorporated in the form of Exhibit J; (viii) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Merger Consideration Spreadsheet; (ix) a Noncompetition Agreement in the form of Exhibit C, executed by each Key Employee set forth on Exhibit B; (x) a certificate, dated as of the Closing Date, signed by the Secretary of Merger Sub, a copy of the Company (i) attaching true and correct copies of the articles of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent of or resolutions duly approved by the board of directors and shareholders of Merger Sub approving the Company which authorize and approve the execution, delivery and performance of this Agreement, the Merger and consummation of the transactions contemplated hereby, including the Merger, and the Company Charter Amendment (iv) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (iiv) certifying the written consent incumbency, signature and authority of the sole stockholder officers of Merger Sub approving the Company authorized to execute, deliver and perform this Agreement, Agreement and all Related Agreements executed or to be executed by the Merger and the transactions contemplated herebyCompany; (ixi) Support Agreements, duly executed by Parent’s reasonable satisfaction with the stockholders terms and conditions of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”)Warrant Cancellation Agreement; (jxii) such other documents as may be evidence reasonably requested satisfactory to Parent of the termination of the First Amended and Restated Voting Agreement dated August 29, 2006, by and among the Company and certain of the Company Shareholders; (xiii) amendments to the Company’s exclusive patent license agreements with the Board of Regents of the University of Texas System and T▇▇▇▇▇ ▇▇▇▇▇▇, reasonably satisfactory to Parent; (xiv) evidence reasonably satisfactory to Parent of the termination of the Company’s Texas Emerging Technology Fund Grant Agreement and all obligations on the part of the Company thereunder in connection with the exercise or termination of the Company Warrant held by the Stockholder RepresentativeState of Texas; (xv) Parent’s reasonable satisfaction with the arrangements providing for the pay-off and termination, including the release of any related security interests, of the Chase Line and the JPMorgan Note on or prior to Closing; and (xvi) the inventor(s) named in each of the patent applications identified in Part 3.9 of the Company Disclosure Schedule shall have executed assignments with regard to the related Intellectual Property Rights reasonably acceptable to Parent and such executed assignments shall have been submitted for recording with the appropriate Governmental Body.

Agreements and Documents. The Company Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee agreements, in substantially form and substance reasonably satisfactory to Purchaser, terminating or amending the form agreed to between Parent and such Key Employee, executed by Parent and such Key Employeeagreements identified in Schedule 5.5 in accordance with Section 5.5; (b) a Registration Rights Agreement, substantially in the form of Exhibit I, certificate duly executed by Parent; (c) a certificate, executed on behalf each of Parent, by an executive officer the Selling Stockholders and containing the representation and warranty of Parent, certifying such Selling Stockholders that the conditions set forth in Sections 7.1 (as it relates to the representations 7.1, 7.2, 7.7 and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 7.8 have been duly satisfiedsatisfied with respect to such Selling Stockholder (the “Closing Certificate”); (dc) a certificatecertificate (the “Consideration Certificate”), duly executed on behalf by the Company containing the following information and the representation and warranty of Merger Sub, by an executive officer of Merger Sub, certifying the Company that the conditions set forth in Sections 7.1 (as it relates to the representations 7.1, 7.2, 7.3 and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) 7.4 have been duly satisfiedsatisfied and that all of such information is true and accurate as of the Closing: (i) the aggregate amount of Company Transaction Expenses paid or payable (including any Company Transaction Expenses that will become payable after the Closing with respect to services performed or actions taken prior to the Closing); (ii) the Aggregate Transaction Value and the Per Share Value; (iii) the name and address of record of each Person who is a stockholder of the Company as of immediately prior to the Closing; (iv) the number of Company Shares held by each such stockholder as of immediately prior to the Closing; (v) the consideration that each Selling Stockholder is entitled to receive pursuant to Section 1.2; (vi) the amount contributed to the Escrow Fund by each Selling Stockholder pursuant to Section 1.2; (vii) each Selling Stockholder's Participation Percentage; and (viii) the total amount of Taxes, if any, to be withheld from the consideration that each Selling Stockholder is entitled to receive pursuant to Section 1.2. (d) documentation, reasonably satisfactory to Purchaser, in support of the calculation of the amounts set forth in the Consideration Certificate; (e) the Certificate of Merger, a certificate executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all Chief Executive Officer of the applicable shares of Parent Common Stock comprising Company attaching and certifying the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of Parent, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub the Company approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger Agreement and the transactions contemplated hereby; (if) Support Agreementswritten resignations of the directors and including statutory auditors of the Company, duly and the officers of the Company listed in Schedule 6.5, in each case effective as of the Closing; (g) a legal opinion executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder ConsentMomo-O, substantially Matsuo & Namba in the form of Exhibit F E; (“Support Agreements”)h) stock certificate(s) representing the Escrow Shares; (i) the balance sheet of the Company as of the end of the business day on February 28, 2011; and (j) such the Escrow Agreement, duly executed by all parties other documents as may be reasonably requested by the Stockholder Representativethan Purchaser.

Agreements and Documents. The Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee Employment and Noncompetition Agreements in substantially the form agreed to between Parent and such Key Employeeof EXHIBIT H, executed by Parent and such Key Employeethe individuals identified on EXHIBIT I; (b) a FIRPTA Statement in the form of EXHIBIT F, executed by the Company; (c) Shareholder Representation Letters in the form of EXHIBITS D-1 or D-2, as applicable, executed by each of the Merger Shareholders; (d) a Registration Rights Agreement in the form of EXHIBIT J, executed by the Shareholders' Agents; (e) the Escrow Agreement, substantially executed by the Shareholders' Agents and the Escrow Agent; (f) a legal opinion of Fenwick & West LLP, dated as of the Closing Date, in the form of Exhibit I, executed by ParentK; (cg) a certificate, certificate executed on behalf by the Company and containing the representation and warranty of Parent, by an executive officer of Parent, certifying the Company that the conditions set forth in Sections 7.1 (as it relates to the representations 6.1, 6.2, 6.3 and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 6.5 have been duly satisfiedsatisfied (the "Company's Closing Certificate"); (dh) an agreement of merger executed by the Company to be filed with the Secretary of State of the State of California in accordance with Section 1.3 and a certificate, certificate of merger executed on behalf by the Company to be filed with the Secretary of Merger Sub, by an executive officer State of Merger Sub, certifying that the conditions set forth State of Delaware in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfiedaccordance with Section 1.3; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, written resignations of all directors and (iii) certificates representing all officers of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”);Closing Date; and (j) written acknowledgements from the Company's Counsel, the Company's Accountants and the Company's Financial Advisors setting forth the total amount of fees, costs and expenses payable to the Company's Counsel, the Company's Accountants and the Company's Financial Advisors, respectively, in connection with all services provided by such other documents as may be reasonably requested advisors with respect to the transactions contemplated by the Stockholder Representativethis Agreement.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially Aceras Partners LLC shall have entered into the form agreed to between Parent Consulting Agreement and such Key Employee, executed by Parent Consulting Agreement shall be in full force and such Key Employeeeffect; (b) a Registration Rights Agreement, substantially in the form of Exhibit I, Non-Competition Agreement duly executed by Parentthose individuals listed on Schedule 6.7; (c) a certificatethe president of the Company, executed on behalf of Parentthe Company, by an executive officer shall have delivered, as of Parentthe Closing Date, certifying to Parent a certificate to the effect that the conditions set forth specified in Sections 7.1 (as it relates to the representations 7.1, 7.2, 7.4 and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 7.7 have been duly satisfiedsatisfied (the “Company Closing Certificate”); (d) a certificatethe secretary of the Company, executed on behalf of the Company, shall have delivered, as of the Closing Date, to Parent a certificate certifying the Company’s (i) certificate of incorporation, (ii) bylaws, (iii) board resolutions approving the Merger Suband adopting this Agreement, by an executive officer of and (iv) Written Consent approving the Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfiedadopting this Agreement; (e) the a Certificate of MergerMerger in a form reasonably satisfactory to Parent, duly executed by Merger Subthe Company; (f) to each a certificate in substantially the form hereto as Exhibit G (the “Merger Consideration Certificate”), duly executed on behalf of the Company Equityholder thatby the president of the Company, containing the following information and the representation and warranty of the Company that all of such information is true and accurate as of the Closing: (i) an itemized list of the Permitted Company Debt; (ii) the aggregate amount of Company Transaction Expenses paid or payable (including any Company Transaction Expenses that will become payable after the Effective Time with respect to Non-Dissenting Stockholders, has duly executed services performed or actions taken prior to the Effective Time) (including an itemized list of each Company Transaction Expenses with a description of the nature of such expenses and delivered a Letter of Transmittal in accordance with the terms Person to whom such expense was or is owed) and the Deductible Transaction Expenses (including the calculation thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and ); (iii) certificates representing all the name and address of record of each Person who is a stockholder of the applicable Company immediately prior to the Effective Time; (iv) the number and class of securities held by each such individual immediately prior to the Effective Time; (v) the number of shares of Parent Common Stock comprising that each stockholder of the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled to receive pursuant to Section 1.5; and (vi) the terms hereof;pro rata portion of Future Shares that each stockholder of the Company is entitled to receive pursuant to Section 1.9. The Merger Consideration Certificate assumes the following: (i) there are no withholding Taxes; (ii) there are no Dissenting Shares; and (iii) there are no claims against the Holdback Shares. (g) certified written acknowledgments pursuant to which the outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, other than to the extent such amounts are included in Permitted Company Debt, acknowledges: (A) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (B) subject to Section 11.2 hereof, that it has been paid in full and is not (and will not be) owed any other amount by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving Company with respect to this Agreement, the Merger transactions contemplated by this Agreement or otherwise; (h) written resignations of each officer and director of the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) a questionnaire filled by each holder of Shares outstanding immediately prior to the written consent Effective Time, indicating in a manner satisfactory to Parent, that such holder is an accredited investor as defined in Rule 501 of Regulation D promulgated under the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”);Securities Act; and (j) such other documents as may be reasonably requested Registration Rights Agreement executed by the Stockholder Representativeeach Company Stockholder.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key Employee, executed by Parent C▇▇▇▇▇ ▇▇▇▇, in form and such Key Employeesubstance reasonably satisfactory to Parent; (b) a Registration Rights Agreement, substantially the Lockup Agreements in the form of Exhibit ID, executed by Parent; (c) a certificate, executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance concurrently with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, execution and (iii) certificates representing all delivery of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified this Agreement by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing C▇▇▇▇▇ L.L. ▇▇▇▇, J▇▇▇ ▇▇▇▇▇▇▇▇, Braemar Energy Ventures LP, C▇▇▇▇▇▇ to River Partnership XII, LP, CRV XII Affiliates Fund, LP, Rho Ventures IV (QP) LP, Rho Ventures IV GmbH & Co. Beteiligungs KG, Rho Ventures IV LP, Rho Management Trust I and K▇▇▇▇▇ Ventures I, LP, shall remain in full force and effect; (c) The Escrow Agreement in the board form of Exhibit E, executed by the Escrow Agent and the Company Stockholders’ Representative; (d) written resignations of the directors of Parentthe Company and each Company Subsidiary identified in Part 7.4(d) of the Company Disclosure Schedule, effective as of the Effective Time; (he) certified a certificate signed on behalf of the Company by the Secretary Chief Executive Officer and the Chief Financial Officer of Merger Sub, the Company representing and warranting that the conditions set forth in Section 7.1 and Section 7.2 have been duly satisfied (the “Company Compliance Certificate”); (f) a copy certificate signed by the Chief Financial Officer of the Company (i) certifying the written consent capitalization of the Company as of the Closing Date, (ii) attaching a true and complete copy of the final Debt Schedule and Closing Debt Balance, and (iii) certifying the Debt Schedule and the amount of the Closing Debt Balance, if any, and setting forth the components of such amount in reasonable detail; (g) certificates of good standing (or equivalent documentation) of the Company in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of resolutions of the board of directors of Merger Sub approving the Company authorizing the execution of this Agreement, Agreement and the Merger and consummation of the transactions contemplated herebyby this Agreement to be performed by the Company; (h) a written opinion from C▇▇▇▇▇ Godward Kronish LLP, and (iicounsel to Parent, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) the written consent of the sole stockholder of Merger Sub approving Code; provided that if C▇▇▇▇▇ Godward Kronish LLP does not render such opinion, this Agreement, the Merger condition shall nonetheless be deemed satisfied if B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP renders such opinion to Parent (it being agreed that Parent and the transactions contemplated hereby;Company shall each provide reasonable cooperation, including making reasonable and customary representations, to B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP or Cooley Godward Kronish LLP, as the case may be, to enable them to render such opinion and that counsel shall be entitled to rely on such representations and such assumptions as they deem appropriate in rendering such opinion); and (i) Support Agreementsan opinion of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of which is attached hereto as Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Stockholder Representative.F.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key Employee, executed by Parent and such Key Employee; (b) a Registration Rights Agreement, Escrow Agreement substantially in the form of Exhibit ID, executed by Parentthe Escrow Agent and the Stockholders’ Representative; (b) releases substantially in the forms of Exhibit F executed by each of the Company’s officers; (c) a certificate, releases substantially in the form of Exhibit G executed on behalf by each of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfiedCompany’s directors; (d) a certificate, Non-Competition Agreements substantially in the form of Exhibit C executed on behalf by each of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfiedKey Employees; (e) the Certificate written resignations of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all officers of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (f) a certificate signed on behalf of the Company by the President and the Chief Financial Officer of the Company representing and warranting that the conditions set forth in Section 7.1, Section 7.2 and Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (g) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in the form of Exhibit H; (h) certified a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Merger Consideration Spreadsheet; (i) a certificate, dated as of the Closing Date, signed by the Secretary of Merger Sub, a copy of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent of or resolutions duly approved by the board of directors and Company Stockholders which authorize and approve the execution, delivery and performance of Merger Sub approving this Agreement, the Merger and consummation of the transactions contemplated hereby, including the Merger (iv) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (iiv) certifying the written consent incumbency, signature and authority of the sole stockholder officers of Merger Sub approving the Company authorized to execute, deliver and perform this Agreement, Agreement and all Related Agreements executed or to be executed by the Merger and the transactions contemplated herebyCompany; (ij) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially Payoff Letter in the form of Exhibit F I executed by Bridge Bank N.A. (the “Support Agreements”)Payoff Letter” and evidence reasonably satisfactory to Parent that Company has paid the amount set forth in the Payoff Letter in full; (jk) such evidence reasonably satisfactory to Parent that the Company has paid all Company Merger Costs payable to ▇▇▇▇▇▇▇ & Company, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, Houston Eliseeva, LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ and other documents advisor in full as may be of the Closing; (l) evidence reasonably requested satisfactory to Parent that the Commission Agreement by and between Axsun Technologies and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, dated March 12, 2008, has been terminated; and (m) validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Parent, that are necessary or appropriate to evidence the Stockholder Representativerelease of all liens set forth in Schedule 7.6(m) hereto.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) an employment agreement for the Paying Agent and Escrow Agreement, executed by the Escrow Agent and the Stockholders’ Representative; (ii) the non-compete agreements executed by each Key Employee and delivered to and for the benefit of Parent shall continue to be in substantially the form agreed to between Parent full force and such Key Employee, executed by Parent and such Key Employeeeffect; (b) a Registration Rights Agreement, substantially in the form of Exhibit I, executed by Parent; (c) a certificate, executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing written resignations of all officers and directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (hiv) certified a certificate signed by the Chief Executive Officer of the Company, dated as of the Closing Date, affirming that the conditions set forth in Sections 7.3(a), (b) and (c) have been duly satisfied; (v) a certificate signed by the Chief Financial Officer of the Company certifying the accuracy in all respects of the Payment Schedule; (vi) a certificate, dated as of the Closing Date, signed by the Secretary of Merger Subthe Company (A) attaching true and correct copies of the certificate of incorporation and bylaws, a copy and any amendments thereto, of the Company, (iB) the certifying that attached thereto are true and correct copies of actions by written consent of or resolutions duly approved by the board of directors and stockholders of Merger Sub approving the Company which authorize and approve the execution, delivery and performance of this Agreement, the Merger and consummation of the transactions contemplated hereby, including the Merger, and (iiC) certifying the written consent incumbency, signature and authority of the sole stockholder officers of Merger Sub approving the Company authorized to execute, deliver and perform this Agreement, the Merger and the transactions contemplated hereby;; and (ivii) Support Agreements, duly a payoff letter in a form reasonably acceptable to Parent executed by each holder of the stockholders Company’s Indebtedness and each Person to whom Transaction Expenses of Parent holding the Company or Change in Control Payments or Carve Out Plan Payments are owed on or promptly following the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Stockholder RepresentativeClosing.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key EmployeeEscrow Agreement, duly executed by Parent and such Key Employeethe Stockholders’ Representative; (b) a Registration Rights AgreementAn Assignment of Intellectual Property to Target, substantially in the form of Exhibit Iand substance reasonably satisfactory to Parent, duly executed by Parent;the parties set forth on Schedule 6.6(b). (c) a certificate, certificate duly executed on behalf of Parent, Target by an the chief executive officer of Parent, certifying Target and containing the representation and warranty of Target that the conditions set forth in Sections 7.1 (as it relates to the representations 6.1, 6.2 and warranties of Parent)6.4, 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificatethe Merger Consideration Certificate, duly executed on behalf of Merger SubTarget by the Chief Executive Officer of Target, by an executive officer and documentation, reasonably satisfactory to Parent, in support of Merger Sub, certifying that the conditions calculation of the amounts set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfiedConsideration Certificate; (e) written resignations required pursuant to Section 4.9; (f) the Certificate of Merger, duly executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereofTarget; (g) certified a certificate, validly executed by the Secretary of ParentTarget, a copy of the written resolutions duly-adopted by the board of directors of Parent certifying as to (i) the terms and effectiveness of the Target Charter Documents, and (ii) the valid adoption of resolutions of the Board of Directors of Target and the Target stockholders approving and adopting this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board consummation of directors of Parent, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (h) certificates of good standing (or equivalents thereof) from the Secretary of State of the State of Delaware and from each other jurisdiction in which Target is qualified, authorized, registered or licensed to do business as a foreign corporation as to the good standing (or equivalent thereof) of Target in such jurisdiction and payment of all applicable Taxes; (i) Support Agreements, duly the FIRPTA Statement executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”);Target; and (j) Target’s outside counsel identified on Schedule 6.6(j) shall have executed a written acknowledgment of the terms set forth on such other documents as may be reasonably requested by the Stockholder RepresentativeSchedule.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee a certificate of the Company’s Secretary in substantially form and substance reasonably acceptable to Parent, attesting to, and attaching thereto: (i) the form agreed Company’s articles of incorporation as in effect at the time of the Closing, (ii) the Company’s bylaws as in effect at the time of the Closing; (iii) the incumbency of the Company’s officers executing this Agreement and the other agreements and documents executed in connection with the Merger, (iv) resolutions of the board of directors and stockholders of the Company authorizing the consummation of the Merger and the transactions associated therewith, and (v) a good standing certificate with respect to between Parent the Company from the Secretary of State of the State of Delaware and such Key Employeeany other jurisdiction in which the Company is qualified to do business, executed by Parent and such Key Employeedated no more than five (5) days prior to the Closing; (b) a Registration Rights Agreementwritten evidence of termination of the Company Stockholder Agreements (i.e., substantially in signatures of the form of Exhibit I, executed by ParentCompany and the other parties to such Company Stockholder Agreements that are required for termination); (c) a certificatean executed payoff letter from all lenders with respect to Company Debt, executed on behalf of addressed to Parent and in form and substance reasonably satisfactory to Parent, and validly executed termination statements under the Uniform Commercial Code and any other applicable Legal Requirement, in recordable form, and other instruments as may be reasonably requested by an executive officer of Parent, certifying that in each case, evidencing the conditions set forth in Sections 7.1 (as it relates extinguishment of all security interests and other Encumbrances related to the representations and warranties Company or any of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfiedits assets; (d) a certificate, the executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfiedLicense Agreement; (e) an executed payoff letter from counsel to the Certificate Company, addressed to Parent and in form and substance reasonably satisfactory to Parent, confirming receipt of Merger, executed all amounts owed by Merger Subthe Company to such counsel in respect of the transactions contemplated hereby and agreeing that the Company does not owe any further amounts to counsel to the Company; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed written resignations of all officers and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified extent requested by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of Parent, effective as of the Effective Time;; and (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (jg) such other documents certificates and agreements as may be reasonably requested by Parent and delivered by or on behalf of the Stockholder RepresentativeCompany at Closing, in form and substance reasonably acceptable to Parent.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key EmployeeEscrow Agreement, executed by Parent the Escrow Agent and such Key Employeethe Securityholders’ Representative; (b) a Registration Rights Agreement, substantially in the form of Exhibit I, General Releases executed by Parentthe officers and directors of the Company; (c) a certificate, executed on behalf written resignations of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations all officers and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (d) a payoff letter executed by Silicon Valley Bank in form and substance reasonably satisfactory to Parent evidencing that the Paying Agent has paid any and all outstanding principal and interest, and any other amounts due, under the Silicon Valley Loan Facility; (e) a copy of the Securityholders’ Representative Agreement duly executed by the parties thereto; (f) a certificate signed on behalf of the Company by the President certifying that the conditions set forth in Section 7.1, Section 7.2, Section 7.3 and Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (g) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. in the form of Exhibit H; (h) certified a certificate signed by the President and Chief Executive Officer of the Company certifying the accuracy in all respects of the Merger Consideration Spreadsheet; and (i) a certificate, dated as of the Closing Date, signed by the Secretary of Merger Sub, a copy of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of (A) actions by written consent of or resolutions duly approved by the board of directors and (B) the Required Company Stockholder Approval in form of Merger Sub approving a written consent, which authorize and approve the execution, delivery and performance of this Agreement, and the Merger and consummation of the transactions contemplated hereby, including the Merger, (iii) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (iiiv) certifying the written consent incumbency, signature and authority of the sole stockholder officers of Merger Sub approving the Company authorized to execute, deliver and perform this Agreement, the Merger Agreement and the transactions contemplated hereby; (i) Support Agreements, duly all Related Agreements executed or to be executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Stockholder RepresentativeCompany.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee Employee, in substantially the form agreed to between Parent and such Key Employee, executed by Parent and such Key Employee; (b) [Reserved]; (c) a Registration Rights Agreement, Release substantially in the form of Exhibit IH, dated as of the Closing Date, executed by each Key Stockholder (each, a “Release”); (d) [Reserved]; (e) the statement referred to in Section 5.13, executed on behalf of the Company; (f) a certificate executed on behalf of the Company by the Chief Financial Officer of the Company setting forth the Aggregate Transaction Expense Amount, accompanied by detailed supporting documentation reasonably satisfactory to Parent; (cg) a certificate, executed on behalf of Parent, the Company by an executive officer of Parentthe Company, certifying containing the representation and warranty of the Company that the conditions set forth in Sections 7.1 6.1 (as it relates to the representations and warranties of Parentthe Company), 7.2 6.2 (as it relates to the covenants and obligations of Parent), the Company) and 7.3 6.5 have been duly satisfied; (dh) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Subthe Key Stockholders, certifying that the conditions set forth in Sections 7.1 6.1 (as it relates to the representations and warranties of Merger Subsuch Key Stockholder) and 7.2 6.2 (as it relates to the covenants and obligations of Merger Subsuch Key Stockholder) have been duly satisfiedsatisfied (the “Key Stockholder Certificate”); (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, written resignations of all officers and (iii) certificates representing all directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (hj) the Certificate of Merger, executed by the Company; (k) certified by the Secretary of Merger Subthe Company, a copy of (i) the written consent resolutions of the board of directors of Merger Sub the Company approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby;; and (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (jl) such other documents as may be reasonably requested by the Stockholder RepresentativeParent.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key Employee, Employment Agreements executed by Parent each of the employees listed in Exhibit I attached hereto; (b) the Retention Agreement executed by the Company and such each Key Employee; (bc) a Registration Rights Agreement, substantially in the form of Exhibit IRetention Agreement Side Letter; (d) the Lease Amendment, executed by ParentEpistar Corporation; (ce) a certificate, the Escrow Agreement executed by the Stockholders’ Representative on behalf of Parent, the Selling Stockholders and the Escrow Agent; (f) a certificate signed on behalf of the Selling Stockholders by an executive officer of Parent, certifying the Stockholders’ Representative representing and warranting after reasonable investigation that the conditions set forth in Sections 7.1 (as it relates to the representations Section 6.1 and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 Section 6.2 have been duly satisfied; satisfied (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof“Compliance Certificate”); (g) certified a legal opinion of PuHua & Associates in the form of Exhibit F; (h) the Promissory Note executed by the Secretary Company; (i) the Proxy executed by each Selling Stockholder; (j) a valid power of Parentattorney executed and delivered by each of the Selling Stockholders authorizing the Stockholders’ Representative to, among other matters, execute and deliver this Agreement; (k) a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company (i) attaching copies of the Certificate of Incorporation and Bylaws, if any, and any amendments thereto, of each of the Acquired Companies, (ii) attaching a true, correct and complete copy of the stock ledger of the Company from the date of its incorporation through the Closing Date; (iii) certifying that attached thereto are true and correct copies of action by written consent or resolutions duly-duly adopted by the board Board of directors Directors of the Company which authorize and approve (A) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby, including the Control Share Purchase and (B) the payment of the Company’s Indebtedness by the Parent (i) approving this Agreementor, if applicable, the Merger Acquisition Sub and the Contemplated Transactions issuance of the Promissory Note, and (iiiv) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the board Company; and (l) resignations of each of the directors and supervisors of Parenteach Acquired Company, effective as of the Effective Time; (h) certified by Closing Date; provided, however, that the Secretary resignation of Merger Sub, J▇▇▇▇ ▇▇▇▇ as a copy of (i) the written consent director of the board of directors of Merger Sub approving this Agreement, Company shall be effective immediately after the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Stockholder RepresentativeStockholders Meeting.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (ai) an employment agreement for each Key Employee the Escrow Agreement in substantially the form agreed to between Parent and such Key Employeeof Exhibit G, executed by Parent the Escrow Agent and such Key Employeethe Stockholders’ Representative; (bii) a Registration Proprietary Rights Agreement, substantially Agreement in the form of Exhibit I, executed by Parenteach Key Employee; (c) a certificate, executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing written resignations of all officers and directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (hiv) certified a certificate signed on behalf of the Company by the President of the Company representing and warranting that the conditions set forth in Section 7.1, Section 7.2, and, with respect to the Company, Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (v) a certificate signed by the President of the Company certifying the accuracy in all respects of the Merger Consideration Spreadsheet; (vi) Employment Agreements in the form of Exhibit C, executed by each Key Employee set forth on Exhibit B; (vii) a certificate, dated as of the Closing Date, signed by the Secretary of Merger Sub, a copy of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent of or resolutions duly approved by the board of directors and stockholders of Merger Sub approving the Company which authorize and approve the execution, delivery and performance of this Agreement, the Merger and consummation of the transactions contemplated hereby, including the Merger, and the Company Charter Amendment, (iii) certifying that there are no proceedings for the dissolution or liquidation of the Company and (iiiv) certifying the written consent incumbency, signature and authority of the sole stockholder officers of Merger Sub approving the Company authorized to execute, deliver and perform this Agreement, Agreement and all Related Agreements executed or to be executed by the Merger and the transactions contemplated herebyCompany; (iviii) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially Affiliate Agreements in the form of Exhibit F (M, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “Support Agreements”)affiliate” of the Company for purposes of the Securities Act; (jix) such other documents as may be reasonably requested Retention Agreement in the form of Exhibit N, and the escrow agreement referenced therein, executed by each Key Employee set forth on Exhibit B; (x) Non-Competition Agreements in the form of Exhibit O, executed by the Stockholder Representativestockholder set forth on Exhibit P; (xi) Bridge Note Election Notices, executed by each holder of Bridge Notes; and (xii) Optionee Consents in the form of Exhibit H, executed by each holder of a Company Option identified in the Merger Consideration Spreadsheet as an individual entitled to receive a Closing Option Payment.

Agreements and Documents. The Company Parent shall have received received, or shall have waived its right to receive, the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent Employment Agreements and such Key Employeethe Invention Assignment Agreements attached hereto as Exhibits C and D, respectively, shall have been executed by Parent and such Key Employeethe Founders; (b) a Registration Rights AgreementRelease in the form of Exhibit E, executed by each of the stockholders of the Company; (c) confidential invention and assignment agreements, reasonably satisfactory in form and content to Parent, executed by all employees and former employees of the Company and by all consultants and independent contractors and former consultants and former independent contractors to the Company who have not already signed such agreements (including the individuals identified in Part 2.9(f) of the Company Disclosure Schedule); (d) Investment Letters in the form of Exhibit F executed by all of the Company stockholders as of the Closing Date; (e) a legal opinion of N▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP, dated as of the Closing Date, substantially in the form of Exhibit IG; (f) a written opinion from Parent's counsel to the effect that the Merger will be treated for Federal income tax purposes as a Reorganization within the meaning of Section 368 of the Internal Revenue Code; (g) an Escrow Agreement in the form of Exhibit B, executed by Parentthe Company Stockholders' Representatives and the Escrow Agent; (ch) a certificate, executed certificate signed on behalf of Parent, the Company by an executive officer the Chief Executive Officer and the Chief Financial Officer of Parent, certifying the Company representing and warranting that the conditions set forth in Sections 7.1 (as it relates to the representations 6.1 and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 6.2 have been duly satisfied; satisfied (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each "Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of Parent, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated herebyCompliance Certificate"); (i) Support Agreements, duly executed by a detailed and complete description of all expenses set forth in Part 2.11 of the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”)Company Disclosure Schedule; (j) a written acknowledgement from each officer and director of the Company that any indemnification agreement between the Company and such other documents as may be reasonably requested by person will not in any way mitigate such person's liability under Section 9.8 of this Agreement or for fraud in connection with the Stockholder RepresentativeMerger.

Agreements and Documents. The Company Purchaser shall have received the following agreements and documents, each of which which, as applicable, shall be in full force and effect: (a) an employment agreement for each Key Employee The Company shall have furnished to the Purchaser a legal opinion dated the Closing Date, in substantially form and substance reasonably acceptable to the form agreed to between Parent and such Key Employee, executed by Parent and such Key EmployeePurchaser; (b) a Registration Rights Agreementan instrument of Unit Assignment, substantially in the form of Exhibit ID, duly executed by Parenteach Seller; (c) employment agreements, in the forms provided to the Company prior to the date of this Agreement, duly executed by each of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (d) a certificate, certificate duly executed on behalf of Parent, the Company by an the chief executive officer of Parent, certifying the Company and containing the representation and warranty of the Company that the conditions set forth in Sections 7.1 (as it relates 8.1, 8.2 and 8.4, in each case with respect to the representations and warranties of Parent)Company, 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfiedsatisfied (the “Company Closing Certificate”); (de) a certificate, certificate duly executed on behalf by each Seller and containing the representation and warranty of Merger Sub, by an executive officer of Merger Sub, certifying the Seller that the conditions set forth in Sections 7.1 (as it relates 8.1 and 8.2, in each case with respect to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) Seller, have been duly satisfied; satisfied (e) the Certificate of Mergereach, executed by Merger Suba “Seller Closing Certificate”); (f) a certificate (the “Price Certificate”), in form reasonably satisfactory to each Company Equityholder thatPurchaser, with respect to Non-Dissenting Stockholders, has duly executed on behalf of the Company by an officer of the Company, containing the following information (to be set forth on an accompanying spreadsheet) and delivered a Letter the representation and warranty of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing that all of such information is accurate and complete (and in the applicable shares case of Parent Common Stock comprising dollar amounts, properly calculated) as of the Closing Stock Consideration Share Amount(together, in each case, with documentation reasonably satisfactory to which such Company Equityholder is entitled pursuant to Purchaser in support of the terms hereofcalculation of the following amounts set forth therein): (A) the Closing Indebtedness Amount; and (B) the Per Unit Cash Amount; (g) certified by the Secretary written resignations described in Section 5.7 of Parent, a copy each officer and manager of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of Parent, effective as of the Effective TimeCompany; (h) certified certificates of non-foreign status, in form and substance reasonably satisfactory to Purchaser, in accordance with Treasury Regulation § 1.1445-2(b), duly executed by the Secretary of Merger Sub, a copy of each Seller; (i) the written consent an IRS Form W-9 duly executed by each of the board Sellers; (j) evidence reasonably satisfactory to Purchaser of directors the termination and release of Merger Sub any and all Encumbrances (other than Permitted Encumbrances) upon the assets or properties of the Company Parties; and (k) certified resolutions or minutes of any Seller which is not a natural person and which are identified in Part 3.1 of the Disclosure Schedule (if any), evidencing votes adopted by the shareholders, members, or limited partners, as applicable, of such Seller approving this Agreement, the Merger Agreement and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Stockholder Representative.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee written resignations of all directors of the Company, effective as of the Effective Time, and a General Release in substantially the form agreed of Exhibit D shall have been executed and delivered to between Parent by the Principal Shareholder and such Key Employeeeach of ▇▇▇▇▇ ▇▇▇▇▇▇▇, executed by Parent ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and such Key Employee▇▇▇▇ ▇▇▇▇▇▇▇▇; (b) a Registration Rights Agreement, substantially an Escrow Agreement in the form of Exhibit IC, executed by Parent;the Company Shareholders' Representative and the Escrow Agent, (c) a certificate, executed dated as of the Closing Date, signed by the Principal Shareholder and on behalf of Parent, the Company by an executive officer the Chief Executive Officer of Parent, certifying the Company representing and warranting after reasonable investigation that the conditions set forth in Sections 7.1 (as it relates Section 6.1 and Section 6.2 with respect to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 Acquired Corporations have been duly satisfiedsatisfied (the "Company Compliance Certificate"); (d) a certificatecertificate executed by the Chief Executive Officer of the Company certifying (i) the Fully Diluted Company Share Amount, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations ii) Company Transaction Expenses and warranties of Merger Sub(iii) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfiedCompany Debt; (e) a certificate, dated as of the Certificate Closing Date, signed by the Secretary of Merger, executed by Merger Sub; (f) to each the Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Noteattaching copies of the Articles of Incorporation and Bylaws, and any amendments thereto, of each of the Acquired Corporations, (ii) Warrantattaching a good standing certificate of each of the Acquired Corporations, and duly certified by the applicable Governmental Body of the state of organization of the applicable Acquired Corporation, (iii) certificates representing all certifying that attached thereto are true and correct copies of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified action by the Secretary of Parent, a copy of the written consent or resolutions duly-duly adopted by the board of directors and shareholders of Parent (i) approving the Company which authorize and approve the execution, delivery and performance of this Agreement, the Merger Agreement and the Contemplated Transactions consummation of the transactions contemplated thereby, (iv) certifying that there are no proceedings for the dissolution or liquidation of any of the Acquired Corporations and (iiv) appointing ▇▇▇▇▇ L.L. certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company; (f) a legal opinion of ▇▇▇▇▇▇ to , Brody & Dondershine, LLP in the board form of directors of Parent, effective as of the Effective Time;Exhibit E; and (hg) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consentpayoff letter, substantially in the form attached hereto as Exhibit F, from Chevy Chase Bank, F.S.B and a termination of Exhibit F the revolving credit card account (“Support Agreements”); (jMastercard) such other documents as may be reasonably requested of the Company issued by the Stockholder RepresentativeUnited Bank.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee the Escrow Agreement in substantially the form agreed to between Parent and such Key Employeeof Exhibit D, executed by Parent the Escrow Agent and such Key Employeethe Stockholders’ Representative; (b) a Registration Rights Agreement, substantially General Release in the form of Exhibit I, E executed by Parenteach of the Key Stockholders of the Company and each of the Company’s officers and directors (other than those that are Key Stockholders); (c) a certificateProprietary Rights Agreement in the form of Exhibit F, executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfiedeach Continuing Employee; (d) a certificate, an offer letter in the standard form of Parent executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions each Key Employee set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfiedon Exhibit B; (e) the Certificate written resignations of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed all officers and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective Time; (f) a certificate signed on behalf of the Company by the President of the Company representing and warranting that the conditions set forth in Section 7.1, Section 7.2 and Section 7.4 have been duly satisfied (the “Company Compliance Certificate”); (g) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Dodge LLP in the form of Exhibit G; (h) certified a certificate signed by the President of the Company certifying to his knowledge the accuracy in all respects of the Merger Consideration Spreadsheet; (i) a certificate, dated as of the Closing Date, signed by the Secretary of Merger Sub, a copy of the Company (i) attaching true and correct copies of the certificate of incorporation and bylaws, and any amendments thereto, of the Company, (ii) certifying that attached thereto are true and correct copies of actions by written consent of or resolutions duly approved by the board of directors and stockholders of Merger Sub approving the Company which authorize and approve the execution, delivery and performance of this Agreement, the Merger and consummation of the transactions contemplated hereby, including the Merger (iv) certifying that there are no proceedings for the dissolution or liquidation of the Company, and (iiv) certifying the written consent incumbency, signature and authority of the sole stockholder officers of Merger Sub approving the Company authorized to execute, deliver and perform this Agreement, the Merger Agreement and the transactions contemplated hereby; (i) Support Agreements, duly all Related Agreements executed or to be executed by the stockholders of Parent holding in the aggregate Company; and (j) a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially Payoff Letter in the form of Exhibit F J executed by each Person for whom Company Merger Costs are outstanding immediately prior to the Closing (the “Support AgreementsPayoff Letters”); (j) such other documents as may be reasonably requested by the Stockholder Representative.

Agreements and Documents. The Company Parent shall have received the following agreements and documentsagreements, documents and/or certificates, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key Employee, executed by Parent and such Key Employee; (b) a Registration Rights Agreement, substantially in the form of Exhibit I, executed by Parent; (c) a certificate, certificate duly executed on behalf of Parent, the Company by an executive authorized officer of Parent, certifying the Company and containing the representation and warranty of the Company that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent9.1(a), 7.2 (as it relates to the covenants and obligations of Parentb), (c) and 7.3 (d), 9.2 and 9.5 have been duly satisfiedsatisfied with respect to the Company (the “Company Closing Certificate”); (db) a certificate, certificate duly executed on behalf of Merger Sub, Ardent Leisure by an executive authorized officer of Merger Sub, certifying Ardent Leisure and containing the representation and warranty of Ardent Leisure that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub9.1(e) and 7.2 (as it relates to the covenants and obligations of Merger Sub9.3(a) have been duly satisfiedsatisfied with respect to Ardent Leisure (the “Ardent Leisure Closing Certificate”); (c) a certificate duly executed on behalf of RedBird and each RedBird Obligor by authorized officers of RedBird and the RedBird Obligors and containing the representation and warranty of RedBird and the RedBird Obligors that the conditions set forth in Sections 9.1(f) and 9.3(b) have been duly satisfied with respect to RedBird and the RedBird Obligors (the “RedBird Closing Certificate”); (d) the Certificate of Merger, duly executed by the Company; (e) the Certificate of Merger, executed by Consideration Statement and the Merger SubConsideration Spreadsheet; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Escrow Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of Parent, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in Major Company Stockholders, and the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”);Escrow Agent; and (jg) such other documents as may be reasonably requested the Payoff Letters, duly executed by the Stockholder Representativeapplicable Persons.

Agreements and Documents. The Company Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for a certificate to the effect that each Key Employee of the conditions specified in substantially the form agreed to between Parent Sections 6.1, 6.2 and such Key Employee6.10 is satisfied in all respects, executed by Parent and such Key Employeethe chief executive officer or chief financial officer of the Company (the “Company Closing Certificate”); (b) a Registration Rights certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s: (i) certificate of incorporation; (ii) bylaws; (iii) board resolutions approving the consummation of the Merger, the other transactions contemplated by this Agreement, substantially in and the execution, delivery, and performance by the Company of its obligations under this Agreement; and (iv) the Written Consent; and (v) a long-form certificate of Exhibit Igood standing under the laws of the State of Delaware, executed by Parentdated within 10 Business Days of the Closing Date; (c) a certificate, executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, duly executed by Merger Subthe Company; (d) the Certified Closing Report; (e) written acknowledgments pursuant to which the outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of any of the Acquired Companies, or who is otherwise entitled to any compensation from any of the Acquired Companies, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of Transaction Expenses payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by the Acquired Companies with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (f) to written resignations of each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed officer and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all director of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentAcquired Companies, effective as of the Effective Time; (g) a statement from the Company, signed by an authorized officer of the Company, that the equity interests in the Company are not “United States real property interests” as defined in Section 897(c)(1) of the Code, such statement in form and substance reasonably satisfactory to Parent and conforming to the requirements of Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), and proof reasonably satisfactory to Parent that the Company has provided notice of such statements to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); (h) certified lock-up agreements, in substantially the form attached hereto as Exhibit H (the “Lock-up Agreement”), executed and delivered by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated herebyeach Person receiving Parent Common Stock; (i) Support Agreements, duly an Investor Questionnaire executed by the stockholders of Parent holding each Stockholder who has executed a Joinder Agreement that is indicated as an “accredited investor” in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”)Certified Closing Report and; (j) such a Joinder Agreement duly executed by Stockholders holding in the aggregate not less than 90% of the outstanding Company Capital Stock; (k) evidence reasonably satisfactory to Parent that the Company has complied with Section 1.5(f); (l) evidence reasonably satisfactory to Parent that the arrangements set forth on Schedule 6.6(l) have been terminated and are of no further force and effect; and (m) all other documents as may required to be entered into by the Company and the Stockholders pursuant to this Agreement or reasonably requested by Parent to convey the Stockholder RepresentativeCompany Equity to Parent or to otherwise consummate the transactions contemplated by this Agreement.

Agreements and Documents. The Company Buyer shall have received the following agreements and documents, each of which shall have been duly authorized, executed and delivered and shall be in full force and effecteffect at the Closing: (ai) an employment a services agreement for each Key Employee in substantially form and substance mutually satisfactory to the form agreed Stockholder and Buyer relating to between Parent the use of the Stockholder's network by the Company following the Closing and such other matters as may be mutually agreed upon by the parties; (ii) Retention Agreements from all Key EmployeeEmployees; (iii) releases in form and substance mutually satisfactory to the Stockholder and Buyer, executed by Parent the Stockholder and such Key Employeethe officers and directors of the Company; (biv) a Registration Rights Agreement, substantially in certificate of the form Company's President and Chief Financial Officer dated as of Exhibit I, executed by Parent; (c) a certificate, the Closing executed on behalf of Parent, by an executive officer of Parent, certifying the Company to the effect that the conditions set forth in Sections 7.1 (as it relates to the representations 9.1 and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 9.2 have been duly satisfied; (dv) a certificate, executed on behalf written resignations of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations all officers and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all directors of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of ParentCompany, effective as of the Effective TimeClosing Date; (hvi) certified by the valid and effective termination of agreements between the Company and the Stockholder; (vii) a certificate of corporate and tax good standing from the Secretary of Merger Sub, State of Delaware as of a copy recent date; (viii) certificates of corporate and tax good standing from the Secretary of State of each jurisdiction in which the Company is qualified to do business; (ix) a certificate of the Secretary or Assistant Secretary of the Stockholder dated as of the Closing Date and certifying: (i) the written consent that attached thereto are copies of the board resolutions of directors the Board of Merger Sub Directors of the Stockholder and the Company approving this Agreement, Agreement and the Merger Company Ancillary Agreements and Stockholder Ancillary Agreements (as applicable) and the transactions contemplated hereby, hereby and thereby and (ii) the written consent names and signatures of the sole stockholder officers of Merger Sub approving the Stockholder and the Company authorized to sign this Agreement, the Merger Company Ancillary Agreements and Stockholder Ancillary Agreements (as applicable) and the transactions contemplated hereby; (i) Support Agreementsother documents, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient instruments or certificates to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Stockholder Representativedelivered pursuant hereto and thereto.