Common use of Conditions Precedent to Obligations of the Purchasers Clause in Contracts

Conditions Precedent to Obligations of the Purchasers. The Purchasers' obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date of each of the following conditions: (a) The Related Transactions shall be consummated before or concurrently with the consummation of the transactions contemplated in this Agreement. (b) The Company shall have caused to be waived any provisions contained in any employment or severance agreements with Lee H. Stein which provide for the payment, accrual or acceleration of a▇▇ ▇▇▇▇▇▇▇ (other than the accelerated vesting of stock options with respect to no more than 67,708 shares of Common Stock plus 255,319 unvested options under the Company's Compensation Reduction Plan (of a total of 351,064 options thereunder)) to such person as a result of the consummation of the transactions contemplated hereby; provided however that the Company shall have offered Mr. Stein an agreement for provision of consulting services following th▇ ▇▇▇▇▇▇▇ Date, which agreement shall provide for monthly consulting fees of no less than $6,500 per month and shall be terminable on no less than two months notice. (c) The Purchasers shall have received indications reasonably satisfactory to them from Nasdaq to the effect that, subject to consummation of the transactions contemplated hereby and the Related Transactions and subsequent compliance by the Company with applicable requirements for continued quotation, the Common Stock will not be removed from quotation on the Nasdaq National Market on account of any potential failure to meet applicable minimum tangible net asset requirements. (d) No preliminary or permanent injunction or other binding order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their best efforts to seek to obtain the removal of such injunction, order, decree or ruling. (e) All representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Closing Date as though made at such time (except where such representations and warranties speak as of an earlier date), and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (f) Stockholders of the Company holding a majority of the outstanding shares of Common Stock shall have approved the issuance and sale of the Shares and the issuance of the Underlying Shares as provided herein and a Board of Directors meeting the Board Composition Requirement shall have been duly established. (g) The Company shall have duly executed and delivered the Conversion Agreement substantially in the form of Exhibit 2(d) hereto. (h) Lee H. Stein, June L. Stein, Paymentech Merchant Services, Inc. and Firs▇ ▇▇▇ ▇▇▇▇▇▇ial (th▇

Conditions Precedent to Obligations of the Purchasers. The Purchasers' obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date of each of the following conditions: (a) The Related Transactions shall be consummated before or concurrently with the consummation of the transactions contemplated in this Agreement. (b) The Company shall have caused to be waived any provisions contained in any employment or severance agreements with Lee H. Stein which ▇. ▇▇▇▇▇ ▇▇▇ch provide for the payment, accrual or acceleration of a▇▇ ▇▇▇▇▇▇▇ any benefit (other than the accelerated vesting of stock options with respect to no more than 67,708 shares of Common Stock plus 255,319 unvested options under the Company's Compensation Reduction Plan (of a total of 351,064 options thereunder)) to such person as a result of the consummation of the transactions contemplated -12- 13 hereby; provided however that the Company shall have offered Mr. Stein an ▇▇▇▇▇ ▇▇ agreement for provision of consulting services following th▇ ▇▇▇▇▇▇▇ the Closing Date, which agreement shall provide for monthly consulting fees of no less than $6,500 per month and shall be terminable on no less than two months notice. (c) The Purchasers shall have received indications reasonably satisfactory to them from Nasdaq to the effect that, subject to consummation of the transactions contemplated hereby and the Related Transactions and subsequent compliance by the Company with applicable requirements for continued quotation, the Common Stock will not be removed from quotation on the Nasdaq National Market on account of any potential failure to meet applicable minimum tangible net asset requirements. (d) No preliminary or permanent injunction or other binding order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their best efforts to seek to obtain the removal of such injunction, order, decree or ruling. (e) All representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Closing Date as though made at such time (except where such representations and warranties speak as of an earlier date), and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (f) Stockholders of the Company holding a majority of the outstanding shares of Common Stock shall have approved the issuance and sale of the Shares and the issuance of the Underlying Shares as provided herein and a Board of Directors meeting the Board Composition Requirement shall have been duly established. (g) The Company shall have duly executed and delivered the Conversion Agreement substantially in the form of Exhibit 2(d) hereto. (h) Lee H. Stein▇. ▇▇▇▇▇, June ▇▇ne L. SteinS▇▇▇▇, Paymentech ▇▇ymentech Merchant Services, Inc. and Firs▇ First USA Financial (the -13- 14 "Principal Stockholders") shall have executed and delivered a voting agreement reasonably satisfactory to the parties thereto providing for maintenance of the Board Composition Requirement for a period ending on the earlier of (1) the second anniversary of the Closing Date and (2) such time as the Principal Stockholders collectively beneficially own less than 75% of the number of shares of the Company's Common Stock beneficially owned as of the date hereof. (i) All corporate and other proceedings required to carry out the transactions contemplated by this Agreement and all instruments and other documents relating to such transactions shall be reasonably satisfactory in form and substance to Sull▇▇▇▇ & ▇rom▇▇▇▇, ▇▇ial (th▇unsel to the Purchasers, and the Purchasers shall have been furnished with such instruments, documents and opinions as such counsel shall have reasonably requested.

Conditions Precedent to Obligations of the Purchasers. The Purchasers' obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date of each of the following conditions: (a) The Related Transactions (as defined in the Original Agreement) and the transactions contemplated by the Original Agreement shall be consummated before or concurrently with the consummation of the transactions contemplated in this Agreement. (b) The Company shall have caused to be waived any provisions contained in any employment or severance agreements with Lee H. Stein ▇▇▇ ▇. ▇▇▇▇▇ which provide for the payment, accrual or acceleration of a▇▇ ▇▇▇▇▇▇▇ any benefit (other than the accelerated vesting of stock options with respect to no more than 67,708 shares of Common Stock plus 255,319 unvested options under the Company's Compensation Reduction Plan (of a total of 351,064 options thereunder)) to such person as a result of the consummation of the transactions contemplated hereby; provided however that the Company shall have offered Mr. Stein ▇▇. ▇▇▇▇▇ an agreement for provision of consulting services following th▇ ▇▇▇▇▇▇▇ the Closing Date, which agreement shall provide for monthly consulting fees of no less than $6,500 per month and shall be terminable on no less than two months notice. (c) The Purchasers shall have received indications reasonably satisfactory to them from Nasdaq to the effect that, subject to consummation of the transactions contemplated hereby and the Related Transactions and subsequent compliance by the Company with applicable requirements for continued quotation, the Common Stock will not be removed from quotation on the Nasdaq National Market on account of any potential failure to meet applicable minimum tangible net asset requirements. (d) No preliminary or permanent injunction or other binding order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their best efforts to seek to obtain the removal of such injunction, order, decree or ruling. (ed) All representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Closing Date as though made at such time (except where such representations and warranties speak as of an earlier date), and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date. (fe) Stockholders of the Company holding a majority of the outstanding shares of Common Stock shall have approved the issuance and sale of the Shares and the issuance of the Underlying Shares as provided herein and a Board of Directors meeting the Board Composition Requirement shall have been duly established. (gi) The Company All corporate and other proceedings required to carry out the transactions contemplated by this Agreement and all instruments and other documents relating to such transactions shall have duly executed be reasonably satisfactory in form and delivered the Conversion Agreement substantially in the form of Exhibit 2(d) hereto. (h) Lee H. Stein, June L. Stein, Paymentech Merchant Services, Inc. and Firs▇ ▇▇▇ substance to ▇▇▇▇▇▇ial (th▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Purchasers, and the Purchasers shall have been furnished with such instruments, documents and opinions as such counsel shall have reasonably requested.