Common use of Conditions Precedent to the Distribution Clause in Contracts

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion): (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaq, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI JDSU, in whole or in part, in its sole discretion): (ia) the Transfer JDSU shall have been consummatedreceived an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (vb) the Form 10 shall have been filed with the Commission and declared effective by the CommissionSEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and SEC; (c) the Information Statement shall have been mailed to holders of the SWBI JDSU Common Stock as of the Record Date; (vid) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “blue sky” laws Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viie) the AOUT Holdings Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe NASDAQ, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xif) no Applicable Law shall have been adoptedorder, promulgated, injunction or issued, and be in effect, that prohibits the decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto shall be in effect; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiiig) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of SWBIJDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI JDSU and shall not give rise to or create any duty on the part of SWBI JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit SWBIJDSU’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or JDSU prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.2 shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI NDC: (a) NDC's Board of Directors, or a duly appointed committee thereof, shall, in its sole discretion): (i) , have established the Transfer shall have been consummatedRecord Date and the Distribution Date and any appropriate procedures in connection with the Distribution; (iib) the AOUT Financing Transactions NDC and Global Payments shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be neededprepared, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI and NDC shall have approved mailed to the holders of NDC Common Stock, the Information Statement, which sets forth appropriate disclosure concerning Global Payments, the Distribution and any other appropriate matters. NDC and Global Payments shall not have abandoned also prepared, and Global Payments shall have filed with the Distribution or terminated this Agreement at any time prior to Commission, the Distribution Time; (v) Form 10, which shall have included the Information Statement. The Form 10 shall have been declared effective by the Commission under the Exchange Act; (c) NDC, as the sole shareholder of Global Payments, shall have approved and adopted the Global Payments employee benefit plans contemplated by the Employee Benefits Agreement and NDC and Global Payments shall have prepared and filed with the Commission and under the Securities Act any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Global Payments contemplated by the Employee Benefits Agreement, including without limitation, a Form S-8 with respect thereto. Any such registration statements shall have been declared effective by the Commission, no stop order suspending Commission under the effectiveness of Securities Act. Nothing in this Section 3.01(c) shall require Global Payments to file with the Form 10 shall Commission any registration statements relating to any grantor trusts that may be in effect, no proceedings for such purpose shall be pending before or threatened contemplated by the Commission, Employee Benefits Agreement. (d) NDC and the Information Statement Global Payments shall have been mailed to holders of the SWBI Common Stock taken all such action as of the Record Date; (vi) all actions and filings may be necessary or appropriate under applicable federal, state, or foreign the securities or “blue sky” sky laws and of states or other political subdivisions of the rules and regulations thereunder shall have been taken and, where applicable, become effective United States in connection with the transactions contemplated by this Agreement or been acceptedany Ancillary Agreement; (viie) the AOUT Global Payments Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiif) the Global Payments Board of Directors of AOUTDirectors, as named in the Information StatementForm 10, shall have been duly electedelected by NDC, as sole shareholder of Global Payments, and the Amended Global Payments Articles and Restated Certificate Global Payments Bylaws shall have been adopted and be in effect; (g) NDC shall have received a favorable ruling from the IRS that the Distribution will not be taxable to NDC or its stockholders pursuant to Section 355 of Incorporation and the Amended and Restated BylawsCode; (h) Global Payments shall have entered into the Revolving Credit Agreement; (i) Global Payments (or its appropriate subsidiary) shall have performed fully its (or their) obligations under Section 2.02; (j) no order, each in substantially injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the form filed as an exhibit to the Form 10, Distribution shall be in effect; (ixk) each of the Ancillary Agreements all necessary regulatory approvals shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedreceived; and (xiiil) no event or development NDC and Global Payments shall have occurred each performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or exist that, in at the judgment time of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated herebyDistribution. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event shall Subject to Section 3.02, the Distribution occur unless each following are conditions to the consummation of the following Distribution. The conditions are for the sole benefit of L-3 and shall have been satisfied (not give rise to or waived by SWBI in its sole discretion): (i) create any duty on the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course part of its business L-3 or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall L-3 to waive or not have abandoned the Distribution or terminated this Agreement at waive any time prior to the Distribution Time;such condition. (va) the The Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by against the Commission, and the Information Statement shall have been mailed to the holders of the SWBI L-3 Common Stock as of and all registration statements referred to under Section 3.01(b) shall have become effective under the Record DateSecurities Act; (vib) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT The Spinco Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe NYSE, subject to official notice of issuancedistribution; (viiic) Prior to the Distribution Date, L-3 shall have obtained an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, its tax counsel, in form and substance satisfactory to L-3 (in its sole discretion), as to the satisfaction of certain conditions necessary for the Distribution, together with certain related transactions, to receive tax-free treatment under Section 355 of the Code; (d) Prior to the Distribution Date, L-3 shall have obtained a private letter ruling from the IRS in form and substance satisfactory to L-3 (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will be tax-free under Section 355 of the Code; (e) Prior to the Distribution Date, L-3’s Board of Directors shall have obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to L-3, with respect to the capital adequacy and solvency of AOUT, as named in Spinco; (f) Any regulatory approvals and other consents necessary to consummate the Information Statement, Distribution or any portion thereof shall have been duly elected, obtained and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in full force and effect; (ixg) each No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Ancillary Agreements Distribution shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked be pending, threatened, issued or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits and no other event outside the consummation control of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development L-3 shall have occurred or exist failed to occur that prevents the consummation of all or any portion of the Distribution; (h) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the L-3’s Board of Directors of SWBIDirectors, would result in its sole discretion, makes it inadvisable to effect the Distribution having a material adverse effect on L-3 or the other transactions contemplated hereby.its shareholders; (bi) Each of The financing transactions described in the conditions set forth in this Section 3.1(a) is for Information Statement as having occurred prior to the sole benefit of SWBI and Distribution shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI have been consummated on or prior to the Distribution Time concerning Distribution; (j) The transactions described in Section 2.01 shall have been completed, except for such steps as L-3 in its sole discretion shall have determined may be completed after the satisfaction or waiver Effective Time; (k) L-3 shall have taken all necessary action, in the judgment of any or all L-3’s Board of Directors, to cause Spinco’s Board of Directors to consist of the conditions set forth individuals identified in this Section 3.1 the Information Statement as directors of Spinco; (l) The Board of Directors of L-3 shall have authorized the Distribution, which authorization may be conclusive given or withheld at its absolute and binding on the parties and all other affected Personssole discretion; and (m) Each Ancillary Agreement shall have been executed by each party thereto.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or or, in the case of any condition other than the condition set forth in Section 3.02(q) below, waived by SWBI PEC: (a) PEC’s Board of Directors or a duly appointed committee thereof, shall, in its sole discretion):, have established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution; (ib) the Transfer all necessary regulatory approvals shall have been consummatedreceived; (iic) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to the holders of the SWBI PEC Common Stock as of the Record DateStock; (vid) the Form 10 shall have become effective under the Exchange Act, and all actions and filings necessary or appropriate registration statements referred to under applicable federalSection 3.01(b) shall have become effective under the Securities Act; (e) the Patriot Board of Directors, stateas named in the Form 10, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken andelected by PEC, where applicableas sole shareholder of Patriot, become effective or and the Patriot Articles and Patriot Bylaws shall have been acceptedadopted and be in effect; (viif) the AOUT Patriot Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiig) PEC and Patriot shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) PEC shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to PEC or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) Patriot shall have entered into the Patriot Revolving Credit Agreement; (j) PEC shall have received a tax opinion from Ernst & Young LLP, in form and substance satisfactory to PEC; (k) PEC shall have received a solvency opinion from Duff & P▇▇▇▇▇, in form and substance satisfactory to PEC, regarding Patriot after the Distribution; (l) Patriot shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Patriot Business and the value of Patriot’s properties and as is customary for companies engaged in similar businesses in similar industries; (m) the Board of Directors of AOUT, as named transactions described in the Information Statement, Section 2.01 shall have been duly electedoccurred; (n) no order, and injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, Distribution shall be in effect; (ixo) PEC and Patriot shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or at the time of the Distribution; (p) the Parties shall have consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or at the time of the Distribution and are not specifically referred to in this Agreement or the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; identified in Sections 2.03(a) — (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authorityf), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiiiq) no event or development all members of the Patriot Group shall have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination been released from their obligations as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior guarantors with respect to the Distribution Time concerning the satisfaction guarantees listed or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding described on the parties and all other affected PersonsSchedule 3.02(q).

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI Agilent, in whole or in part, in its sole discretion): (ia) the Transfer Keysight Dividend Distribution contemplated by Section 3.1(d) shall have been consummatedpaid to Agilent; (iib) the AOUT Financing Transactions Reorganization shall have been consummatedcompleted in accordance with the Plan of Reorganization; (iiic) Agilent shall have received an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP to the effect that the transfer of the Keysight Assets and Keysight Liabilities to Keysight and the Distribution will be made qualify as a transaction that is described in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as Sections 355(a) and 368(a)(1)(D) of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised StatutesCode; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (vd) the Form 10 filed with the SEC shall have been filed with the Commission and declared effective by the CommissionSEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, SEC and the Information Statement shall have been mailed to holders of the SWBI Agilent Common Stock Shares as of the Record Date; (vie) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “blue sky” laws Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viif) the AOUT Keysight Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe NYSE, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixg) each of the Ancillary Agreements other Transaction Documents to be executed on or prior to the Distribution Date shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xih) no Applicable Law shall have been adoptedorder, promulgated, injunction or issued, and be in effect, that prohibits the decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto, including the Reorganization, shall be in effect; (xiii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof Keysight Financing Transactions shall have been obtainedconsummated, and Agilent shall have entered into a new credit facility on such terms and for such amount as may be acceptable to Agilent; and (xiiij) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of SWBIAgilent, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI Agilent and shall not give rise to or create any duty on the part of SWBI Agilent or its Board of Directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit SWBIAgilent’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or Agilent prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.2 shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied or, in the case of any condition other than the condition set forth in Sections 3.02(i), (or j) and (o) below, waived by SWBI PNX: (a) PNX’s Board of Directors or a duly appointed committee thereof, shall, in its sole discretion):, have established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution; (ib) the Transfer all necessary regulatory approvals shall have been consummatedreceived; (iic) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to the holders of the SWBI PNX Common Stock as of the Record DateStock; (vid) the Form 10 shall have become effective under the Exchange Act, and all actions and filings necessary or appropriate registration statements referred to under applicable federalSection 3.01(b) shall have become effective under the Securities Act; (e) the Spinco board of directors, stateas named in the Form 10, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken andelected by PNX, where applicableas sole shareholder of Spinco, become effective or and the Spinco Articles and Spinco Bylaws shall have been acceptedadopted and be in effect; (viif) the AOUT Spinco Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuance; (viiig) PNX and Spinco shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) PNX shall have received a solvency certificate from the chief financial officer of PNX, in form and substance satisfactory to PNX, regarding PNX after the Distribution; (i) Spinco shall have received a viability opinion, in form and substance satisfactory to PNX, regarding Spinco after the Distribution; (j) Spinco shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Spinco Business and the value of Spinco’s properties and as is customary for companies engaged in similar businesses in similar industries; (k) the Board of Directors of AOUTtransactions described in Section 2.01, as named in including the Information StatementPIMCO Transfer and the ▇▇▇▇▇▇▇ Transfer, shall have been duly electedoccurred; (l) no order, and injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, Distribution shall be in effect; (ixm) PNX and Spinco shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or at the time of the Distribution; (n) the Parties shall have consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or at the time of the Distribution and are not specifically referred to in this Agreement or the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; identified in Sections 2.03(a) - (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authorityd), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiiio) no event or development all members of the Spinco Group shall have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination been released from their obligations as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior guarantors with respect to the Distribution Time concerning the satisfaction guarantees listed or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding described on the parties and all other affected PersonsSchedule 3.02(o).

Conditions Precedent to the Distribution. (a) In no event shall ---------------------------------------- the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI Equifax: (a) Equifax's Board of Directors or a duly appointed committee thereof, shall, in its sole discretion):, have established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution; (ib) the Transfer all necessary regulatory approvals shall have been consummatedreceived; (iic) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to the holders of the SWBI Equifax Common Stock as of the Record DateStock; (vid) the Form 10 shall have become effective under the Exchange Act, and all actions and filings necessary or appropriate registration statements referred to under applicable federalSection 3.01(b) shall have become effective under the Securities Act; (e) the Certegy Board of Directors, stateas named in the Form 10, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken andelected by Equifax, where applicableas sole shareholder of Certegy, become effective or and the Certegy Articles and Certegy Bylaws shall have been acceptedadopted and be in effect; (viif) the AOUT Certegy Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiig) Equifax and Certegy shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) Equifax shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to Equifax or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) Certegy shall have entered into the Certegy Revolving Credit Agreement; (j) the Board of Directors of AOUT, as named transactions described in the Information Statement, Section 2.01 shall have been duly electedoccurred; (k) Certegy (or its appropriate subsidiary) shall have performed fully its (or their) obligations under Section 2.02; (l) no order, and injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, Distribution shall be in effect; (ixm) Equifax and Certegy shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or at the time of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedDistribution; and (xiiin) no event or development the parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or exist that, in at the judgment time of the Board of Directors of SWBI, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Distribution this Agreement or the other transactions contemplated herebyAncillary Agreements identified in Sections 2.03(a) - (f). (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. Neither the Distribution nor the related transactions set forth in this agreement or in any of the Ancillary Agreements will become effective unless the following conditions have been satisfied or waived by Sprint, in its sole and absolute discretion, at or before the Distribution Time: (a) In no event shall the Distribution occur unless each private letter ruling from the Internal Revenue Service dated July 20, 2005 and any supplemental rulings received before the date of the following conditions shall have been satisfied (or waived by SWBI this agreement will continue to be in its sole discretion): (i) the Transfer shall have been consummatedeffect; (iib) the AOUT Financing Transactions shall Sprint will have been consummated; (iii) received an opinion from Cravath, Swaine & ▇▇▇▇▇ LLP and an opinion from ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, dated the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if anyDate, in each case in accordance with form and substance acceptable to Sprint to the effect that, for U.S. federal income tax purposes, (i) the Contribution and the Distribution qualify as a “reorganization” under Section 78.288 368(a) of the Nevada Revised StatutesCode, (ii) Sprint and Embarq each will be a party to that reorganization within the meaning of Code Section 368(b) and (iii) no gain or loss will be recognized under Code Sections 361 and 355 (and related provisions) on the Contribution, the Separation or the Distribution; (ivc) the Board Distribution will not violate or result in a breach of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution any Law or terminated this Agreement at any time prior to the Distribution Timematerial agreement; (vd) the Form 10 shall will have been filed with the Commission and declared become effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall will have been mailed to all holders of the SWBI Sprint Common Stock as of the Record DateStock; (vie) all the actions and filings necessary or appropriate under applicable federal, state, federal or foreign state securities or “blue sky” laws and state blue sky laws in connection with the rules Distribution and regulations thereunder shall the issuance and sale of the Notes will have been taken and, where applicable, become effective or been acceptedtaken; (viif) the AOUT New York Stock Exchange will have approved Embarq’s Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqlisting, subject to official notice of issuance; (viiig) the Board of Directors of AOUT, as named in the Information Statement, shall Ancillary Agreements will have been duly elected, executed and delivered by each of the Amended parties thereto and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall neither Party will be in material breach of any Ancillary Agreement; (h) all Consents required to be received or made before the Distribution may take place will have been received or made and be in full force and effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xii) no Applicable Law shall have been adoptedpreliminary or permanent injunction or other order, promulgateddecree, or issuedruling issued by a Governmental Authority, and be in effect, that prohibits the consummation of the Distribution no statute (as interpreted through orders or any of the other transactions contemplated hereby; (xii) any material approvals and consents rules of any Governmental Authority and any material permitsduly authorized to effectuate the statute), registrationsrule, and consents from Third Parties (including regulation or executive order promulgated or enacted by any Governmental Authority)Authority will be in effect preventing, in each caseor materially limiting the benefits of, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedDistribution; and (xiiij) no event or development shall the actions contemplated by Sections 2.01(b) and 2.01(c) will have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) occurred. Each of the conditions set forth in this Section 3.1(a) 3.04 is for the sole benefit of SWBI Sprint and shall Sprint may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part. Any determination made by Sprint concerning the satisfaction or waiver of any or all of the conditions in this Section 3.04 will be conclusive and binding on the Parties. The satisfaction of the conditions will not give rise to or create any duty obligation on the part of SWBI Sprint to Embarq or its Board of Directors to waive or not to waive any such condition or other Person to effect the DistributionRecapitalization, the Separation, the Contribution or the Distribution or in any way limit SWBISprint’s rights of termination right to terminate as set forth in Section 6.11 8.07 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons8.07.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution Declaration Date occur unless each of prior to such time as the following conditions shall have been satisfied or waived: (or waived a) The rulings contemplated by SWBI the Ruling Request shall have been granted in form and substance satisfactory to TRW in its sole discretion):discretion and such rulings shall be in full force and effect, or, alternatively, the Tax Opinion shall have been received by the TRW Board; (ib) all third party consents and approvals by Governmental Entities required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the Transfer ability of the parties to consummate the transactions contemplated by this Agreement or the Ancillary Agreements or (B) the business, financial condition or results of operations of TRW or TRW Automotive; (c) the transactions contemplated by Article II and Exhibit A, including the transfers and related transactions as provided in Section 2.1 and Exhibit A, the settlement of intercompany arrangements as provided in Section 2.2 and the termination of guaranties and similar agreements as provided by Section 2.3, shall have been consummated in all material respects, to the extent required to be consummated prior to the Distribution; (d) TRW Automotive and the TRW Automotive Subsidiaries shall have no more than $ of Net Debt in the aggregate; (e) TRW shall be satisfied in its sole discretion with the treatment of the indebtedness of TRW and its Subsidiaries in connection with the Restructuring and the Distribution, including the allocation of such indebtedness between the TRW Group and the TRW Automotive Group; (f) the Debt Financing shall have been consummated; (iig) the AOUT Financing Transactions ASG Sale shall have been consummatedconsummated in all material respects; (iiih) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 TRW Automotive Common Stock shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution shall have been approved authorized for listing on Nasdaqthe NYSE to the extent contemplated by this Agreement and by the Employee Matters Agreement, subject to official notice of issuance; (viiii) the Board of Directors of AOUTTRW Automotive Board, composed as named in contemplated by the Information StatementForm S-1, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to elected or appointed; (j) the Form 10, S-1 shall have been declared effective by the Commission and no stop order issued by the Commission with respect thereto shall be in effect; (ixk) the Proxy Statement shall have been cleared by the Commission; (l) the Distribution shall have been approved by the holders of shares of TRW capital stock in accordance with the OGCL; (m) the applicable parties shall have entered into each of the Ancillary Agreements and the transactions or actions contemplated by the Ancillary Agreements to be completed prior to the Distribution, if any, shall have been duly executed and delivered by the parties theretocompleted in all material respects; (xn) SWBI the TRW Board shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably an opinion, addressed and satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the TRW Board of Directors of SWBI, in its sole discretion, makes it inadvisable from American Appraisal Associates, Inc. (or another independent solvency or appraisal firm selected by the TRW Board), and the TRW Board shall be otherwise satisfied in its sole discretion, as to matters relating to the solvency and adequacy of capital of TRW and TRW Automotive after, and giving effect to, the transactions contemplated by this Agreement, the ASG Agreement, the TRW Automotive Equity Sale Agreement and the Ancillary Agreements, and as to the sufficiency of TRW’s surplus to permit the Distribution or under the other transactions contemplated hereby.OGCL; and (bo) Each no Action shall have been commenced and be pending to restrain or challenge the Distribution, and no inquiry shall have been received or threat made that in the reasonable judgment of the TRW Board may lead to such an Action. The foregoing conditions set forth in this Section 3.1(a) is are for the sole benefit of SWBI TRW and shall not give rise to or create any duty on the part of SWBI TRW or its the TRW Board of Directors to waive or not to waive any such condition or to effect the Distribution, conditions or in any way limit SWBITRW’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or the TRW Board prior to the Distribution Time Declaration Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.3 shall be conclusive and binding on the parties and all other affected Personsconclusive.

Conditions Precedent to the Distribution. (a) In no event The ---------------------------------------- Distribution shall be subject to, in the Distribution occur unless sole discretion of Columbia/HCA, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion):conditions: (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iva) the Board of Directors of SWBI Columbia/HCA shall have approved declared the Distribution, established the Record Date and the Distribution Date and shall not have abandoned any appropriate procedures in connection with the Distribution or terminated this Agreement at any time prior to the Distribution Timeextent not provided for herein; (vb) the Form 10 any necessary regulatory approvals shall have been filed with received; (c) the Commission LifePoint Form 10 and declared the Triad Form 10 each shall have become effective by under the Commission, Exchange Act and no stop order suspending shall have been entered, and no proceeding for that purpose shall have been initiated or threatened by the effectiveness Commission with respect thereto; (d) all necessary permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States of America in connection with the transactions contemplated by this Agreement shall have been received or become effective; (e) Columbia/HCA shall have elected or caused the election of the Board of Directors of LifePoint, as named in the LifePoint Form 10 10, and the LifePoint Certificate and the LifePoint By-laws shall be in effect; (f) Columbia/HCA shall have elected or caused the election of the Board of Directors of Triad, no proceedings for such purpose shall be pending before or threatened by as named in the CommissionTriad Form 10, and the Information Statement Triad Certificate and the Triad By-laws shall have been mailed to holders of the SWBI Common Stock as of the Record Datebe in effect; (vig) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws each of the LifePoint Common Stock and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Triad Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixh) each of the Ancillary Agreements shall have been duly executed and delivered by the parties theretothereto and shall be in full force and effect; (xi) SWBI Columbia/HCA shall have received a private letter ruling from the Tax Opinion IRS (which shall not have been revoked or modified in any material respect) that is reasonably form and substance satisfactory to SWBIColumbia/HCA) to the effect that neither the Restructuring Transactions nor the Distribution will be taxable to Columbia/HCA or the stockholders of Columbia/HCA, and in respect of such other matters as Columbia/HCA shall have deemed appropriate or desirable; (xij) no Applicable Law the Restructuring Transactions shall have been adopted, promulgated, or issued, and be in effect, that prohibits the effected; and (k) consummation of the Distribution or any of and the other transactions contemplated hereby; (xii) any material approvals hereby shall not be prohibited by Law and consents of any no Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof competent jurisdiction shall have been obtained; and (xiii) no event enacted, issued, promulgated or development entered, or shall have occurred threatened to enact, issue, promulgate or exist thatenter, in the judgment any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which materially restricts, prevents or prohibits consummation of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated herebysuch transactions. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI ▇▇▇▇▇▇, in whole or in part, in its sole discretion): (ia) each of the Transfer other Transaction Agreements shall have been consummatedduly executed and delivered by the parties thereto; (iib) the AOUT Financing Transactions Reorganization shall have been consummatedcompleted in accordance with the Plan of Reorganization; (iiic) ▇▇▇▇▇▇ shall have received an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in form and substance satisfactory to ▇▇▇▇▇▇, confirming, among other things, that the Distribution Reorganization and Distribution, together with certain related transactions, will be made in a manner that does not cause SWBI qualify as tax-free to be unable to pay its debts as they become due in the usual course ▇▇▇▇▇▇, FCPT and holders of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed▇▇▇▇▇▇ Common Stock for U.S. federal income tax purposes under Sections 355, if SWBI were to be dissolved as 368(a)(1)(D) and 361 and related provisions of the Distribution Time, to satisfy Code (the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes"Tax Opinion"); (ivd) the Board boards of Directors directors of SWBI ▇▇▇▇▇▇ and FCPT shall have approved received solvency and surplus opinions from an independent financial advisory firm in connection with the Distribution Transactions, each in such form and substance as it shall not have abandoned the Distribution deem necessary, appropriate or terminated this Agreement at any time prior to the Distribution Timeadvisable; (ve) the Form 10 Registration Statement shall have been filed with the Commission and declared effective by the CommissionSEC, with no stop order suspending the effectiveness of the Form 10 shall be in effecteffect with respect thereto, and no proceedings for such purpose shall be pending before before, or threatened by by, the CommissionSEC, and the Information Statement shall have been mailed to holders of ▇▇▇▇▇▇ Common Stock as of the SWBI Record Date or shall have been posted online with a notice of the availability thereof having been mailed to the holders of record of ▇▇▇▇▇▇ Common Stock as of the Record Date; (vif) such registration statements on Form S-8 or post-effective amendments thereto as are necessary and appropriate to register the equity awards contemplated by the Registration Statement to be available for granting to directors and employees of FCPT and ▇▇▇▇▇▇ shall have been filed with the SEC and shall have become effective; (g) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “"blue sky” laws " Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viih) the AOUT FCPT Common Stock to be delivered in the Distribution shall have been approved accepted for listing on NasdaqNYSE, subject to official notice of issuancecompliance with applicable listing requirements; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xii) no Applicable Law shall have been adoptedorder, promulgated, injunction or issued, and be in effect, that prohibits the decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto, including the Reorganization, shall be threatened, pending or in effect; (xiij) any material approvals all Required Approvals shall have been obtained and consents of any Governmental Authority be in full force and any material permits, registrations, effect; (k) FCPT shall have entered into the financing transactions described in the Registration Statement or the Information Statement and consents from Third Parties (including any Governmental Authority), in each case, necessary contemplated to effect the Distribution and occur on or prior to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it (collectively, the "Financing Arrangements"), and any required consents or amendments under any instrument to which ▇▇▇▇▇▇ is conducted at the date hereof a party shall have been obtainedbecome effective and shall be in full force and effect, (l) FCPT shall have transferred to ▇▇▇▇▇▇ or the applicable member of the ▇▇▇▇▇▇ Group, no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, all of the stock of FCPT; (m) ▇▇▇▇▇▇ and FCPT shall each have taken all necessary action that may be required to provide for the adoption by FCPT of the Articles of Amendment and Restatement and the Amended and Restated Bylaws, and FCPT shall have filed the Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation; (n) at or prior to the Effective Time, ▇▇▇▇▇▇ and FCPT shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of FCPT in order to satisfy the applicable rules and regulations of NYSE; and (xiiio) no other condition shall fail to be satisfied and no event or development shall have occurred or exist that, in the judgment of the Board board of Directors directors of SWBI▇▇▇▇▇▇, in its sole discretion, makes it inadvisable to effect the Distribution Transactions. Notwithstanding Section 3.1(d) or the any other transactions contemplated hereby. (b) Each provision hereof, each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI ▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of SWBI ▇▇▇▇▇▇ or its Board board of Directors directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit SWBI’s ▇▇▇▇▇▇'▇ rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or ▇▇▇▇▇▇ prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.2 shall be conclusive and binding on the parties and all other affected PersonsParties.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI AREC in its sole discretion): (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI AREC shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (viii) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI AREC Common Stock as of the Record Date; (viiv) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viiv) the AOUT EMC Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqa public stock exchange, subject to official notice of issuance; (viiivi) the Board of Directors of AOUTEMC, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixvii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xiviii) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiiiix) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBIAREC, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI AREC and shall not give rise to or create any duty on the part of SWBI AREC or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBIAREC’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI AREC on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI PEC: (a) PEC’s Board of Directors or a duly appointed committee thereof, shall, in its sole discretion):, have established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution; (ib) the Transfer all necessary regulatory approvals shall have been consummatedreceived; (iic) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to the holders of the SWBI PEC Common Stock as of the Record DateStock; (vid) the Form 10 shall have become effective under the Exchange Act, and all actions and filings necessary or appropriate registration statements referred to under applicable federalSection 3.01(b) shall have become effective under the Securities Act; (e) the Patriot Board of Directors, stateas named in the Form 10, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken andelected by PEC, where applicableas sole shareholder of Patriot, become effective or and the Patriot Articles and Patriot Bylaws shall have been acceptedadopted and be in effect; (viif) the AOUT Patriot Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiig) PEC and Patriot shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) PEC shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to PEC or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) Patriot shall have entered into the Patriot Revolving Credit Agreement; (j) PEC shall have received a tax opinion from Ernst & Young LLP, in form and substance satisfactory to PEC; (k) PEC shall have received a solvency opinion from Duff & P▇▇▇▇▇, in form and substance satisfactory to PEC, regarding Patriot after the Distribution; (l) Patriot shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in such amounts and covering such risks as is adequate for the conduct of the Patriot Business and the value of Patriot’s properties and as is customary for companies engaged in similar businesses in similar industries; (m) the Board of Directors of AOUT, as named transactions described in the Information Statement, Section 2.01 shall have been duly electedoccurred; (n) no order, and injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, Distribution shall be in effect; (ixo) PEC and Patriot shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or at the time of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedDistribution; and (xiiip) no event or development the Parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or exist that, in at the judgment time of the Board of Directors of SWBI, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Distribution this Agreement or the other transactions contemplated herebyAncillary Agreements identified in Sections 2.03(a) — (f). (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. Neither the Distribution nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless the following conditions have been satisfied or waived by Parent, in its sole and absolute discretion, at or before the Distribution Time: (a) In no event shall the private letter ruling from the Internal Revenue Service dated [___], 2009 and any supplemental rulings received before the date of this Agreement will continue to be in effect; (b) Parent will have received an opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ LLP (which opinion will rely upon the effectiveness of any private letter ruling received from the IRS), dated the Distribution occur unless each of Date, in form and substance acceptable to Parent substantially to the following conditions shall have been satisfied (or waived by SWBI in its sole discretion): effect that, for U.S. federal income tax purposes, (i) the Transfer shall have been consummated; Distribution and certain transactions to be effected in connection with the separation of Parent and Spinco qualify under Sections 355 and/or 368(a) of the Code, and (ii) the AOUT Financing Transactions shall have been consummatedDistribution and such transactions will qualify for tax-free treatment to Parent and to Spinco; (iiic) the Distribution will be made not violate or result in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course breach of its business any Law or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutesany material agreement; (ivd) the Board of Directors of SWBI shall Registration Statement will have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Timebecome effective; (ve) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, federal or foreign state securities or “blue sky” laws and state blue sky laws in connection with the rules and regulations thereunder shall Distribution will have been taken and, where applicable, become effective or been acceptedtaken; (viif) the AOUT Spinco Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuance; (viiig) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall will have been duly executed and delivered by each of the parties theretothereto and no party will be in material breach of any Ancillary Agreement; (xh) SWBI shall all consents required to be received or made before the Distribution may take place will have been received or made and be in full force and effect, and this Agreement and the Tax Opinion (which shall Ancillary Agreements will not have been revoked terminated and will not violate, conflict with or modified result in a breach (with or without the passage of time) of any Law or any material respect) that is reasonably satisfactory to SWBIagreements of Parent; (xii) no Applicable Law shall have been adoptedpreliminary or permanent injunction or other order, promulgateddecree, or issuedruling issued by a Governmental Authority, and be in effect, that prohibits the consummation of the Distribution no statute (as interpreted through orders or any of the other transactions contemplated hereby; (xii) any material approvals and consents rules of any Governmental Authority and any material permitsduly authorized to effectuate the statute), registrationsrule, and consents from Third Parties (including regulation or executive order promulgated or enacted by any Governmental Authority)Authority will be in effect preventing, or materially limiting the benefits of, the Distribution; (j) Spinco shall have established insurance arrangements with insurers of recognized financial responsibility for Policies in each case, necessary to effect such amounts and covering such risks as is adequate for the Distribution and to permit the operation conduct of the Outdoor Products and Accessories Spinco Business and the Firearm Business after the Distribution Date substantially value of Spinco’s properties and as it is conducted at the date hereof shall have been obtainedcustomary for companies engaged in similar businesses in similar industries; and (xiiik) no No event or development shall have occurred or exist that, in the judgment of the Parent's Board of Directors of SWBIDirectors, in its sole discretion, makes it inadvisable to effect the reorganization, the Distribution or the any other transactions contemplated herebytransaction related thereto. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI SHC, in whole or in part, in its sole and absolute discretion): (ia) the Transfer SHC Board shall have authorized and approved the Separation and not withdrawn such authorization and approval, and shall have declared the Distribution; (b) the transactions contemplated by Article II (the “Internal Transactions”) shall have been consummatedcompleted; (iic) the AOUT LE Financing Transactions shall have been consummatedcompleted and the LE Cash Distribution shall have been paid to SHC; (iiid) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been Registration Statement filed with the Commission and declared effective by the CommissionSEC shall have become effective, no stop order suspending the effectiveness of the Form 10 Registration Statement shall be in effect, effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and SEC; (e) the Information Statement shall have been mailed made available to holders of the SWBI Common Stock shares of SHC common stock as of the Record Date; (vif) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viig) the AOUT LE Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixh) each of the other Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xii) no Applicable Law order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or the transactions related thereto shall have been adopted, promulgated, or issued, and be in effect, and no other event outside the control of SHC shall have occurred or failed to occur that prohibits prevents the consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto; (xiij) any material approvals the SHC Board shall have received an opinion from an outside financial advisor confirming the solvency and consents financial viability of any Governmental Authority SHC before the Distribution and any material permits, registrations, of each of SHC and consents from Third Parties (including any Governmental Authority)LE after the Distribution, in each case, that is in form and substance acceptable to the SHC Board in its sole and absolute discretion; (k) the SHC Board shall have received an opinion from the law firm of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to the satisfaction of certain requirements necessary to effect for the Distribution and certain related transactions to permit the operation receive tax-free treatment under Sections 355, 368 and related provisions of the Outdoor Products Code; (l) SHC and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof LE shall have been obtainedtaken all necessary action to cause the Board of Directors of LE to consist of the individuals identified in the Information Statement as directors of LE as of immediately following the Effective Time; (m) SHC and LE shall have taken all necessary action to enable SHC to assume operation, maintenance and administration of the LE Retiree Program as of or prior to the Effective Time in accordance with Section 7.6; (n) LE’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws shall be in effect; and (xiiio) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBISHC Board, in its sole and absolute discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI SHC and shall not give rise to or create any duty on the part of SWBI SHC or its the SHC Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBISHC’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or SHC prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.3 shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion): (i) the Transfer TMP or shall have been consummatedsatisfied: (a) there shall be no stop order in effect with respect to the Form 10 and no proceeding for that purpose shall have been instituted by the Commission; (iib) the AOUT Financing Transactions actions with respect to the securities or blue sky laws of states or other political subdivisions of the United States (and any comparable laws of any foreign jurisdiction) in connection with the transactions contemplated by this Agreement described in Section 2.12 shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be neededtaken, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, have become effective or been accepted; (viic) the AOUT HHGI Common Stock to be delivered in the Distribution shall have been approved for listing admitted on Nasdaq, subject to official notice of issuance; (viiid) the TMP's Board of Directors shall be satisfied that the Distribution will be made out of AOUTsurplus within the meaning of Section 170 of the General Corporation Law of the State of Delaware; (e) TMP's Board of Directors shall have received a solvency opinion with respect to HHGI; (f) TMP's Board of Directors shall not have abandoned, as named deferred or modified the Distribution at any time prior to the Distribution Date; (g) the Corporate Restructuring Transactions referred to in Section 2.01 of this Agreement, and the Information Statementother transactions referred to in Section 2.08 of this Agreement (if any), shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effecteffected; (ixh) each of the Ancillary Agreements and other agreements reasonably necessary or appropriate to consummate the Corporate Restructuring Transactions and the Distribution shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xii) no Applicable Law shall have been adoptedorder, promulgated, injunction or issued, and be in effect, that prohibits the consummation decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Distribution or any of the other transactions contemplated hereby; (xii) by any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof Documents shall have been obtainedbe in effect; and (xiiij) no event or development any material governmental approvals and consents necessary to consummate the Distribution shall have occurred or exist that, been obtained and shall be in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the full force and effect. The foregoing conditions set forth in this Section 3.1(a) is are for the sole benefit of SWBI TMP and shall not give rise to or create any duty on the part of SWBI TMP or its TMP's Board of Directors to waive or not to waive any such condition or to effect the Distribution, conditions or in any way to limit SWBI’s TMP's rights of termination as set forth in to terminate this Agreement pursuant to Section 6.11 or alter the consequences of any termination from those specified in Section 6.118.11 hereof. Any determination made by SWBI on or the TMP Board of Directors prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.01 shall be conclusive and binding on the parties and all other affected Personsconclusive.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI HP, in whole or in part, in its sole discretion): (ia) the Transfer Reorganization shall have been consummatedcompleted in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution); (iib) the AOUT Financing Transactions HP shall have been consummated; received (iiii) a private letter ruling from the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course Internal Revenue Service and/or one (1) or more opinions of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if anyexternal tax advisors, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) case, satisfactory to the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior HP, regarding certain U.S. federal income tax matters relating to the Distribution TimeReorganization and related transactions and (ii) an opinion of each of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code; (vc) the Form 10 shall have been filed with the Commission and declared effective by the CommissionSEC, and no stop order suspending the effectiveness of the Form 10 shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, SEC and the Information Statement shall have been mailed made available to holders of the SWBI HP Common Stock Shares as of the Record Date; (vid) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “blue sky” laws Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viie) the AOUT Enterprise Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe NYSE, subject only to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixf) each of the Ancillary Agreements other Transaction Documents to be executed on or prior to the Distribution Date shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xig) no Applicable Law shall have been adoptedorder, promulgated, injunction or issued, and be in effect, that prohibits the decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto, including the Reorganization, shall be in effect; (xiih) any material approvals an independent appraisal firm shall have delivered one (1) or more opinions to the Board of Directors of HP confirming the solvency and consents financial viability of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect HP before the consummation of the Distribution and to permit each of HP and Enterprise after the operation consummation of the Outdoor Products Distribution, and Accessories Business such opinions shall be acceptable to HP in form and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof substance in HP’s sole discretion, and such opinions shall not have been obtainedwithdrawn, rescinded or modified in any respect; and (xiiii) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of SWBIHP, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI HP and shall not give rise to or create any duty on the part of SWBI HP or its Board of Directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit SWBIHP’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or HP prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.2 shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. Neither the Distribution nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless the following conditions have been satisfied, at or before the Distribution Time: (a) In no event shall NTELOS will have received either an opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated the Distribution occur unless each Date, in form and substance acceptable to NTELOS or a private letter ruling from the Internal Revenue Service regarding the qualification of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion): (iDistribution and related transactions as transactions that are generally tax free for U.S. federal income tax purposes under Section 355 and/or 368(a)(1)(D) of the Transfer shall have been consummatedCode; (ii) the AOUT Financing Transactions shall have been consummated; (iiib) the Distribution will be made not violate or result in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course breach of its business any Law or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutesany material agreement; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (vc) the Form 10 shall will have been filed with the Commission and declared become effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall will have been mailed to all holders of the SWBI NTELOS Common Stock as of the Record DateStock; (vid) all the actions and filings necessary or appropriate under applicable federal, state, federal or foreign state securities or “blue sky” laws and state blue sky laws in connection with the rules and regulations thereunder shall Distribution will have been taken and, where applicable, become effective or been acceptedtaken; (viie) the AOUT NASDAQ Stock Market will have approved Wireline’s Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqlisting, subject to official notice of issuance; (viiif) the Board of Directors of AOUT, as named in the Information Statement, shall Ancillary Agreements will have been duly elected, executed and delivered by each of the Amended parties thereto and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall neither Party will be in material breach of any Ancillary Agreement; (g) all Consents required to be received or made before the Distribution may take place set forth on Schedule 3.04(h) will have been received or made and be in full force and effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xih) no Applicable Law shall have been adoptedpreliminary or permanent injunction or other order, promulgateddecree, or issuedruling issued by a Governmental Authority, and be in effect, that prohibits the consummation of the Distribution no statute (as interpreted through orders or any of the other transactions contemplated hereby; (xii) any material approvals and consents rules of any Governmental Authority and any material permitsduly authorized to effectuate the statute), registrationsrule, and consents from Third Parties (including regulation or executive order promulgated or enacted by any Governmental Authority)Authority will be in effect preventing, in each caseor materially limiting the benefits of, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedDistribution; and (xiiii) no event or development shall the actions contemplated by Section 2.01(c) will have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) occurred. Each of the conditions set forth in this Section 3.1(a) 3.04 is for the sole benefit of SWBI NTELOS and shall NTELOS may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part, other than the conditions set forth in subsection (a). Any determination made by NTELOS concerning the satisfaction or waiver of any or all of the conditions in this Section 3.04 will be conclusive and binding on the Parties. The satisfaction of the conditions will not give rise to or create any duty obligation on the part of SWBI NTELOS to Wireline or its Board of Directors to waive or not to waive any such condition or other Person to effect the DistributionRecapitalization, the Internal Transactions, the Separation, the Contribution or the Distribution or in any way limit SWBI’s rights of termination NTELOS’ right to terminate as set forth in Section 6.11 8.07 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons8.07.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI HP, in whole or in part, in its sole discretion): (ia) the Transfer Reorganization shall have been consummatedcompleted in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution); (iib) the AOUT Financing Transactions HP shall have been consummated; received (iiii) a private letter ruling from the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course Internal Revenue Service and/or one (1) or more opinions of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if anyexternal tax advisors, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) case, satisfactory to the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior HP, regarding certain U.S. federal income tax matters relating to the Distribution TimeReorganization and related transactions and (ii) an opinion of each of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code; (vc) the Form 10 shall have been filed with the Commission and declared effective by the CommissionSEC, and no stop order suspending the effectiveness of the Form 10 shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, SEC and the Information Statement shall have been mailed to holders of the SWBI HP Common Stock Shares as of the Record Date; (vid) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “blue sky” laws Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viie) the AOUT Enterprise Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe NYSE, subject only to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixf) each of the Ancillary Agreements other Transaction Documents to be executed on or prior to the Distribution Date shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xig) no Applicable Law shall have been adoptedorder, promulgated, injunction or issued, and be in effect, that prohibits the decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto, including the Reorganization, shall be in effect; (xiih) any material approvals an independent appraisal firm shall have delivered one (1) or more opinions to the Board of Directors of HP confirming the solvency and consents financial viability of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect HP before the consummation of the Distribution and to permit each of HP and Enterprise after the operation consummation of the Outdoor Products Distribution, and Accessories Business such opinions shall be acceptable to HP in form and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof substance in HP’s sole discretion, and such opinions shall not have been obtainedwithdrawn, rescinded or modified in any respect; and (xiiii) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of SWBIHP, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI HP and shall not give rise to or create any duty on the part of SWBI HP or its Board of Directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit SWBIHP’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or HP prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.2 shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. (a) In no event The following shall be conditions to NL's obligation to effect the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion):Distribution: (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, and no stop suspension, withdrawal or stop-order suspending the effectiveness of the Form 10 shall be in effect, effect with respect thereto and no proceedings proceeding for such that purpose shall be pending before or threatened have been instituted by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (viii) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder New York Stock Exchange shall have been taken and, where applicable, become effective or been accepted; (vii) approved the AOUT listing of the Kronos Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqStock, subject to official notice of issuance; (viiiiii) the actions and filings with regard to state securities and blue sky laws of the United States (and any comparable law under any foreign jurisdiction) shall have been taken and, where applicable, have become effective or accepted; (iv) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal constraint or prohibition preventing the consummation of the Transaction shall be in effect; (v) all material Consents and Governmental Approvals necessary to consummate the Transaction shall have been obtained and be in full force and effect; (vi) the NL Board of Directors shall be satisfied that the Distribution is lawful under applicable state and federal law; (vii) the NL Board of AOUT, as named in the Information Statement, Directors shall have been duly elected, approved the Distribution and have not abandoned or revoked the Amended Distribution at any time before the completion of the Distribution; (viii) Kronos' amended and Restated restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form forms filed as an exhibit exhibits to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI no other events or developments shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory occurred subsequent to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBINL, would result in its sole discretion, makes it inadvisable to effect the Distribution having an adverse effect on NL or on the other transactions contemplated herebyshareholders of NL; and (xi) this Agreement shall not have been terminated. (b) Each of NL and Kronos shall cooperate and take all reasonable steps necessary or appropriate to cause the conditions set forth in this Section 3.1(a2.5(a) is (subject to Sections 2.4 and 2.5(a)(x)) to be satisfied and to effect the Distribution on the Distribution Date, (c) The foregoing conditions are for the sole benefit of SWBI NL and shall not give rise to or create any duty on the part of SWBI NL or its NL's Board of Directors to waive or not to waive any such condition or to effect the Distribution, conditions or in any way limit SWBI’s rights of termination NL's right to terminate this Agreement as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.116.8. Any determination made by SWBI on or NL prior to the Distribution Time Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 2.5(a) shall be conclusive and binding on the parties and all other affected Personsconclusive.

Conditions Precedent to the Distribution. (a) In no event shall The obligation of the ---------------------------------------- parties hereto to consummate the Distribution occur unless shall be subject to each of the following conditions shall have been satisfied (or conditions, any of which may be waived by SWBI Waban in its sole discretion):: (ia) the Transfer declaration by the Waban Board of the Distribution; (b) the conversion into Waban Common Stock or redemption for cash of Waban's 6.5% Convertible Subordinated Debentures due 2002 (the "Convertible Debentures") and, if the Convertible Debentures are redeemed, the closing of an equity offering by BJI to reduce the indebtedness that Waban would incur to finance the redemption; (c) the transactions contemplated by Article 2 hereof shall have been consummatedconsummated in all material respects; (iid) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, BJI Common Stock and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution BJI Rights shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiie) BJI and Waban having entered into agreements with lenders to provide sufficient financing upon consummation of the Distribution; (f) the Board of Directors of AOUT, as named in the Information Statement, BJI Form 8-A shall have been duly elected, declared or become effective and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, transactions contemplated by this Agreement shall otherwise be in effect; (ix) each of the Ancillary Agreements shall have been duly executed compliance with all applicable federal and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedstate securities laws; and (xiiig) no event as of the Distribution Date, the private letter ruling previously received by Waban shall remain applicable or development Waban shall have occurred or exist that, in the judgment received a new private letter ruling of the Board IRS with respect to the tax-free nature of Directors the Distribution; provided, however, that the satisfaction of SWBI, in its sole discretion, makes it inadvisable such conditions shall not create any ----------------- obligation on the part of Waban to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights Waban's power of termination as set forth in Section 6.11 7.8 hereof or alter the consequences of any such termination from those specified in said Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons7.8.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI SHC, in whole or in part, in its sole and absolute discretion): (ia) the Transfer SHC Board shall have authorized and approved the Separation and not withdrawn such authorization and approval, and shall have declared the Distribution; (b) the transactions contemplated by Article II (the “Internal Transactions”) shall have been consummatedcompleted; (iic) the AOUT LE Financing Transactions shall have been consummatedcompleted and the LE Cash Distribution shall have been paid to SRC; (iiid) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been Registration Statement filed with the Commission and declared effective by the CommissionSEC shall have become effective, no stop order suspending the effectiveness of the Form 10 Registration Statement shall be in effect, effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and SEC; (e) the Information Statement shall have been mailed made available to holders of the SWBI Common Stock shares of SHC common stock as of the Record Date; (vif) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viig) the AOUT LE Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixh) each of the other Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xii) no Applicable Law order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or the transactions related thereto shall have been adopted, promulgated, or issued, and be in effect, and no other event outside the control of SHC shall have occurred or failed to occur that prohibits prevents the consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto; (xiij) any material approvals the SHC Board shall have received an opinion from an outside financial advisor confirming the solvency and consents financial viability of any Governmental Authority SHC before the Distribution and any material permits, registrations, of each of SHC and consents from Third Parties (including any Governmental Authority)LE after the Distribution, in each case, that is in form and substance acceptable to the SHC Board in its sole and absolute discretion; (k) the SHC Board shall have received an opinion from the law firm of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as to the satisfaction of certain requirements necessary to effect for the Distribution and certain related transactions to permit the operation receive tax-free treatment under Sections 355, 368 and related provisions of the Outdoor Products Code; (l) SHC and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof LE shall have been obtainedtaken all necessary action to cause the Board of Directors of LE to consist of the individuals identified in the Information Statement as directors of LE as of immediately following the Effective Time; (m) SHC and LE shall have taken all necessary action to enable SHC to assume operation, maintenance and administration of the LE Retiree Program as of or prior to the Effective Time in accordance with Section 7.6; (n) LE’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws shall be in effect; and (xiiio) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBISHC Board, in its sole and absolute discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI SHC and shall not give rise to or create any duty on the part of SWBI SHC or its the SHC Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBISHC’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or SHC prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.3 shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. (a) In no event shall The obligation of the ---------------------------------------- parties hereto to consummate the Distribution occur unless shall be subject to each of the following conditions shall have been satisfied (or conditions, any of which may be waived by SWBI Waban in its sole discretion):: (ia) the Transfer declaration by the Waban Board of the Distribution; (b) the conversion into Waban Common Stock or redemption for cash of all of Waban's 6.5% Convertible Subordinated Debentures due 2002 (the "Convertible Debentures") and, if applicable, the consummation of the transactions contemplated by the standby agreement entered into in connection with the call for redemption of the Convertible Debentures; (c) the transactions contemplated by Article 2 hereof shall have been consummatedconsummated in all material respects; (iid) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, BJI Common Stock and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution BJI Rights shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiie) BJI and Waban having entered into agreements with lenders to provide sufficient financing upon consummation of the Distribution (as determined by the Board of Directors of AOUT, as named in Waban prior to the Information Statement, Distribution Date); Separation and Distribution Agreement (f) the BJI Form 8-A shall have been duly elected, declared or become effective and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, transactions contemplated by this Agreement shall otherwise be in effect; (ix) each of the Ancillary Agreements shall have been duly executed compliance with all applicable federal and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedstate securities laws; and (xiiig) no event or development shall have occurred or exist that, in the judgment as of the Board Distribution Date, the private letter ruling previously received by Waban from the IRS shall remain applicable with respect to the tax-free nature of Directors the Distribution; provided, however, that the satisfaction of SWBI, in its sole discretion, makes it inadvisable such conditions shall not create any -------- ------- obligation on the part of Waban to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights Waban's power of termination as set forth in Section 6.11 7.8 hereof or alter the consequences of any such termination from those specified in said Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons7.8.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of (a) if at the Distribution Date the Ruling Request shall not have been granted in form and substance satisfactory to the Company in its sole discretion and be in full force and effect, or (b) prior to such time as the following conditions shall have been satisfied (or waived by SWBI in its sole discretion):or, to the extent permitted, waived: (i) all third party consents and governmental approvals required in connection with the Transfer transactions contemplated hereby shall have been consummatedreceived, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (i) the ability of the parties to consummate the transactions contemplated by this Agreement or (ii) the business, financial condition or results of operations of Safety or New ▇▇▇▇▇▇; (ii) the AOUT Financing Transactions Distribution, the Combination Agreement and the related transactions (including the Merger) shall have been consummatedapproved by the holders of a majority of the outstanding shares of Company Common Stock at the Special Meeting; (iii) the Distribution will be made transactions contemplated by Sections 2.01, 2.02, 2.05, 2.08, 2.09 and 2.10 shall have been consummated in a manner that does not cause SWBI all material respects, to the extent required to be unable consummated prior to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised StatutesDistribution; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 New ▇▇▇▇▇▇ Common Stock shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution shall have been approved authorized for listing on Nasdaqthe NYSE, subject to official notice of issuance; (viiiv) the Board of Directors of AOUTNew ▇▇▇▇▇▇ Board, composed as named in the Information Statementcontemplated by Section 6.01, shall have been duly electedelected by the Company, as sole stockholder of New ▇▇▇▇▇▇; (vi) the Form S-4 shall have been declared effective under the Securities Act by the Commission and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the Commission and, to the knowledge of the Company and New ▇▇▇▇▇▇, no proceeding for that purpose shall have been instituted by the Commission; (vii) the applicable parties shall have entered into each of the Ancillary Agreements; (viii) each condition to the Closing of the Merger and the Amended and Restated Certificate Exchange Offer set forth in Article IX of Incorporation the Combination Agreement, other than with respect to consummation of the Distribution and the Amended and Restated Bylaws, each transactions set forth in substantially the form filed as an exhibit to the Form 10Article II hereof, shall be in effecthave been fulfilled or waived by the party for whose benefit such condition exists; (ix) each the Company Board shall be reasonably satisfied that, after giving effect to the transactions set forth in Article II hereof, (A) the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (B) the Company's surplus would be sufficient to permit the Distribution without violation of Section 23-1-28-3 of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto;Indiana Business Corporation Law; and (x) SWBI the representations and warranties contained in Section 2.06 shall have received be true and correct. Neither the Tax Opinion (which Company nor New ▇▇▇▇▇▇ shall not have been revoked or modified in waive any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth condition contained in this Section 3.1(a) is for 3.03 without the sole benefit consent of SWBI and Autoliv, which consent shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Personsunreasonably withheld.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI in its sole discretionas provided below): (ia) the Transfer no order, injunction or decree shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI issued by any court of competent jurisdiction to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaq, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the prevent consummation of the Distribution or any of the other transactions contemplated herebyby this Agreement; (xiib) any material all necessary regulatory approvals and consents of any Governmental Authority Entities and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof other third-party Persons shall have been obtainedreceived, except for any such approvals or consents the failure of which to obtain would not have a material adverse effect on the business, operations or condition (financial or otherwise) of either Parent or Subsidiary; (c) the Parent Board shall not have reasonably determined in good faith that the Distribution would not be permitted under the Delaware General Corporation Law; and (xiiid) no event or development Subsidiary shall have occurred filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form 10 for the purpose of registering the Subsidiary Common Stock under the Securities Exchange Act of 1934, as amended; and an information statement satisfying the requirements of Schedule 14A or exist thatSchedule 14C of the Securities Exchange Act of 1934, as amended, shall have been filed with the SEC and mailed to the Parent Shareholders. Parent shall use its best efforts, and shall cooperate with Subsidiary, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to consummate and make effective, in the judgment of the Board of Directors of SWBImost expeditious manner practicable, in its sole discretion, makes it inadvisable to effect the Distribution or and the other transactions contemplated hereby. (b) Each , including without limitation the satisfaction of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons3.03.

Conditions Precedent to the Distribution. (a) In no event The ---------------------------------------- Distribution shall be subject to, in the Distribution occur unless sole discretion of Columbia/HCA, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion):conditions: (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iva) the Board of Directors of SWBI Columbia/HCA shall have approved declared the Distribution, established the Record Date and the Distribution Date and shall not have abandoned any appropriate procedures in connection with the Distribution or terminated this Agreement at any time prior to the Distribution Timeextent not provided for herein; (vb) the Form 10 any necessary regulatory approvals shall have been filed with received; (c) the Commission LifePoint Form 10 and declared the Triad Form 10 each shall have become effective by under the Commission, Exchange Act and no stop order suspending shall have been entered, and no proceeding for that purpose shall have been initiated or threatened by the effectiveness Commission with respect thereto; (d) all necessary permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States of America in connection with the transactions contemplated by this Agreement shall have been received or become effective; (e) Columbia/HCA shall have elected or caused the election of the Board of Directors of LifePoint, as named in the LifePoint Form 10 10, and the LifePoint Certificate and the LifePoint By-laws shall be in effect; (f) Columbia/HCA shall have elected or caused the election of the Board of Directors of Triad, no proceedings for such purpose shall be pending before or threatened by as named in the CommissionTriad Form 10, and the Information Statement Triad Certificate and the Triad By-laws shall have been mailed to holders of the SWBI Common Stock as of the Record Datebe in effect; (vig) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws each of the LifePoint Common Stock and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Triad Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixh) each of the Ancillary Agreements shall have been duly executed and delivered by the parties theretothereto and shall be in full force and effect; (xi) SWBI Columbia/HCA shall have received a private letter ruling from the Tax Opinion IRS (which shall not have been revoked or modified in any material respect) that is reasonably form and substance satisfactory to SWBIColumbia/HCA) regarding the federal income tax treatment of the Restructuring Transactions and the Distribution, and in respect of such other matters as Columbia/HCA shall have deemed appropriate or desirable; (xij) no Applicable Law the Restructuring Transactions shall have been adopted, promulgated, or issued, and be in effect, that prohibits the effected; and (k) consummation of the Distribution or any of and the other transactions contemplated hereby; (xii) any material approvals hereby shall not be prohibited by Law and consents of any no Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof competent jurisdiction shall have been obtained; and (xiii) no event enacted, issued, promulgated or development entered, or shall have occurred threatened to enact, issue, promulgate or exist thatenter, in the judgment any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which materially restricts, prevents or prohibits consummation of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated herebysuch transactions. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution (whether effected as a Spin-Off or an Exchange Offer) occur unless each of the following conditions shall have been satisfied (or waived by SWBI the Company, in whole or in part, in its sole discretiondiscretion (other than the condition set forth in Section 3.2(a), which prior to the termination of the Merger Agreement may not be waived without Parent’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed): (ia) the Transfer Reorganization shall have been consummatedcompleted substantially in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution); (iib) the AOUT Financing Transactions actions set forth in Section 3.1(b)(ii) shall have been consummatedconsummated or satisfied; (iiic) the Distribution will be made in a manner that does not cause SWBI an independent appraisal firm shall have delivered one or more opinions to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution Company confirming the solvency of SpinCo and shall not have abandoned the Distribution or terminated this Agreement at any time prior solvency and surplus of the Company, in each case after giving effect to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness consummation of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, Financing and/or Permanent Financing and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions SpinCo Payment and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaq, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware Law); and such opinions shall be acceptable to the Company in form and substance in the Company’s sole discretion; and such opinions shall not have been withdrawn, rescinded or modified in any of respect adverse to the other transactions contemplated herebyCompany; (xiid) The Company shall have received the Distribution Tax Opinions from WLRK and EY, as applicable, to the extent the Distribution Tax Opinions address U.S. federal income or Swiss income tax consequences (provided that the condition in this Section 3.2(d) shall not apply with respect to any material approvals Distribution Tax Opinion to the extent that any such matters are addressed by an IRS Ruling or ruling set forth in Schedule 3.2(f)); (e) The Company shall have received the IRS Ruling in form and consents substance reasonably satisfactory to the Company (provided that such IRS Ruling shall not fail to be satisfactory by reason of any Governmental Authority and any material permits, registrationssuch IRS Ruling not containing (i) a Debt Exchange Ruling (as defined in the Merger Agreement) as long as it contains a satisfactory NQPS Ruling (as defined in the Merger Agreement) or (ii) an NQPS Ruling as long as it contains a satisfactory Debt Exchange Ruling), and consents from Third Parties such IRS Ruling shall continue to be valid and in full force and effect; (including any Governmental Authorityf) The Company shall have received the rulings set forth in Schedule 3.2(f), to the extent such rulings are issued by the Swiss tax authorities, and such rulings shall continue to be valid and in each case, necessary to effect full force and effect; (g) the Distribution and to permit the operation conditions set forth in Article VIII of the Outdoor Products Merger Agreement having been satisfied or validly waived, including: (i) the satisfaction, or waiver by the Company and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist thatParent, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a8.1 of the Merger Agreement; (ii) the satisfaction, or waiver by the Company, of the conditions set forth in Section 8.2 of the Merger Agreement; and (iii) the satisfaction, or waiver by Parent, of the conditions set forth in Section 8.3 of the Merger Agreement, in each case other than those conditions that, by their nature, are to be satisfied substantially contemporaneously with the Distribution and/or the Merger, provided that such conditions are capable of being satisfied at such time; (h) the conditions set forth in Section 2.5 of the Asset Purchase Agreement having been satisfied or validly waived, in each case other than those conditions that, by their nature, are to be satisfied substantially contemporaneously with the Distribution and/or the Merger, provided that such conditions are capable of being satisfied at such time; and (i) Parent shall have irrevocably confirmed to the Company that each condition in Article VIII of the Merger Agreement to Parent’s obligations to effect the Merger (i) has been satisfied, (ii) will be satisfied at the time of the Distribution, or (iii) subject to applicable Laws, is or has been waived by Parent. Each of the foregoing conditions is for the sole benefit of SWBI the Company and shall not give rise to or create any duty on the part of SWBI the Company or its Board of Directors to waive or not to waive any such condition in this Agreement or to effect the DistributionMerger Agreement, or in any way limit SWBIthe Company’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 Agreement or the Merger Agreement, provided, however, that the foregoing shall be conclusive and binding on not limit the parties and all other affected PersonsParties’ rights under the Merger Agreement.

Conditions Precedent to the Distribution. (a) In no event shall The obligation of the ---------------------------------------- parties hereto to consummate the Distribution occur unless shall be subject to each of the following conditions shall have been satisfied (or conditions, any of which may be waived by SWBI Waban in its sole discretion):: (ia) the Transfer declaration by the Waban Board of the Distribution; (b) the conversion into Waban Common Stock or redemption for cash of all of Waban's 6.5% Convertible Subordinated Debentures due 2002 (the "Convertible Debentures") and, if applicable, the consummation of the transactions contemplated by the standby agreement entered into in connection with the call for redemption of the Convertible Debentures. (c) the transactions contemplated by Article 2 hereof shall have been consummatedconsummated in all material respects; (iid) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, BJI Common Stock and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution BJI Rights shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiie) BJI and Waban having entered into agreements with lenders to provide sufficient financing upon consummation of the Distribution; (f) the Board of Directors of AOUT, as named in the Information Statement, BJI Form 8-A shall have been duly elected, declared or become effective and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, transactions contemplated by this Agreement shall otherwise be in effect; (ix) each of the Ancillary Agreements shall have been duly executed compliance with all applicable federal and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedstate securities laws; and (xiiig) no event or development shall have occurred or exist that, in the judgment as of the Board Distribution Date, the private letter ruling previously received by Waban from the IRS shall remain applicable with respect to the tax- free nature of Directors the Distribution; provided, however, that the satisfaction of SWBI, in its sole discretion, makes it inadvisable such conditions shall not create any ----------------- obligation on the part of Waban to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights Waban's power of termination as set forth in Section 6.11 7.8 hereof or alter the consequences of any such termination from those specified in said Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons7.8.

Conditions Precedent to the Distribution. (a) In no event The Distribution shall be subject to, in the Distribution occur unless sole discretion of Alleghany, the fulfillment or waiver of each of the following conditions conditions: (a) Alleghany's Board of Directors, in its discretion, shall have declared the Distribution, established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution to the extent not provided for herein; (b) any necessary regulatory approvals shall have been satisfied (or waived by SWBI in its sole discretion): (i) the Transfer shall have been consummatedreceived; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (vc) the Form 10 shall have been filed with become effective under the Commission Exchange Act and declared effective by the Commission, no stop order suspending shall have been entered, and no proceeding for that purpose shall have been initiated or threatened by the effectiveness Commission with respect thereto; (d) all necessary permits, registrations and consents required under the insurance, securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement shall have been received or become effective; (e) Chicago Title's Board of Directors, as named in the Form 10 10, shall have been elected by Alleghany, as sole stockholder of Chicago Title, and the Chicago Title Certificate and Chicago Title By-laws shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viif) the AOUT Chicago Title Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiig) the Board of Directors of AOUT, as named in the Information Statement, Tax Agreement shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties theretothereto and shall be in full force and effect; (xh) SWBI Alleghany shall have received a ruling from the Tax Opinion Internal Revenue Service (which shall not have been revoked or modified in any material respect) that is reasonably form and substance satisfactory to SWBIAlleghany) to the effect that, by reason of the applicability of Section 355 of the Code, the AAM Distribution will not be taxable to Alleghany and the Distribution will not be taxable to the stockholders of Alleghany; (xii) no Applicable Law the CTLTC Distribution shall have been adoptedeffected and, promulgatedsubsequent thereto, or issued, and be in effect, that prohibits the consummation of the AAM Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; effected and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.subsequent thereto,

Conditions Precedent to the Distribution. (a) In no event The Distribution shall be subject to, in the Distribution occur unless sole discretion of Columbia/HCA, the fulfillment or waiver of each of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion):conditions: (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iva) the Board of Directors of SWBI Columbia/HCA shall have approved declared the Distribution, established the Record Date and the Distribution Date and shall not have abandoned any appropriate procedures in connection with the Distribution or terminated this Agreement at any time prior to the Distribution Timeextent not provided for herein; (vb) the Form 10 any necessary regulatory approvals shall have been filed with received; (c) the Commission LifePoint Form 10 and declared the Triad Form 10 each shall have become effective by under the Commission, Exchange Act and no stop order suspending shall have been entered, and no proceeding for that purpose shall have been initiated or threatened by the effectiveness Commission with respect thereto; (d) all necessary permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States of America in connection with the transactions contemplated by this Agreement shall have been received or become effective; (e) Columbia/HCA shall have elected or caused the election of the Board of Directors of LifePoint, as named in the LifePoint Form 10 10, and the LifePoint Certificate and the LifePoint By-laws shall be in effect; (f) Columbia/HCA shall have elected or caused the election of the Board of Directors of Triad, no proceedings for such purpose shall be pending before or threatened by as named in the CommissionTriad Form 10, and the Information Statement Triad Certificate and the Triad By-laws shall have been mailed to holders of the SWBI Common Stock as of the Record Datebe in effect; (vig) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws each of the LifePoint Common Stock and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Triad Common Stock to be delivered in the Distribution shall have been approved for listing on NasdaqNASDAQ, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixh) each of the Ancillary Agreements shall have been duly executed and delivered by the parties theretothereto and shall be in full force and effect; (xi) SWBI Columbia/HCA shall have received a private letter ruling from the Tax Opinion IRS (which shall not have been revoked or modified in any material respect) that is reasonably form and substance satisfactory to SWBIColumbia/HCA) regarding the federal income tax treatment of the Restructuring Transactions and the Distribution, and in respect of such other matters as Columbia/HCA shall have deemed appropriate or desirable; (xij) no Applicable Law the Restructuring Transactions shall have been adopted, promulgated, or issued, and be in effect, that prohibits the effected; and (k) consummation of the Distribution or any of and the other transactions contemplated hereby; (xii) any material approvals hereby shall not be prohibited by Law and consents of any no Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof competent jurisdiction shall have been obtained; and (xiii) no event enacted, issued, promulgated or development entered, or shall have occurred threatened to enact, issue, promulgate or exist thatenter, in the judgment any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which materially restricts, prevents or prohibits consummation of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated herebysuch transactions. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI Parent, in whole or in part, in its sole and absolute discretion): (ia) HyperScale and ACC shall have authorized and approved the Separation and not withdrawn such authorization and approval and shall have declared the Share Exchange and Distribution. (b) the Transfer transactions contemplated by Article II (the "Internal Transactions") shall have been consummated;completed. (iic) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been ACC S-4 Registration Statement filed with the Commission and declared effective by the CommissionSEC shall have become effective, no stop order suspending the effectiveness of the Form 10 Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and SEC. (d) the Information Statement shall have been mailed made available to holders of the SWBI shares of ACC Common Stock as of the Record Date;. (vie) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted;. (viif) the AOUT Common Stock to be delivered in the Distribution Agreement and Plan of Merger shall have been approved for listing on Nasdaqthe NASDAQ stock exchange, subject to official notice of issuance;. (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixg) each of the Ancillary other Related Agreements shall have been duly executed and delivered by the parties thereto;. (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xih) no Applicable Law shall have been adoptedorder, promulgatedinjunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Exchange or Distribution, or issued, and the transactions related thereto shall be in effect, and no other event outside the control of HyperScale shall have occurred or failed to occur that prohibits prevents the consummation of the Exchange and Distribution or any the transactions related thereto. (i) HyperScale and ACC shall have taken all necessary action to cause the Board of Directors of ACC to consist of the other transactions contemplated hereby;HyperScale individuals identified in the Information Statement as directors immediately following the Effective Time. (xiij) any material approvals ACC's Amended and consents Restated Certificate of any Governmental Authority Incorporation and any material permits, registrations, Amended and consents from Third Parties (including any Governmental Authority), Restated Bylaws shall be in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedeffect; and (xiiik) no No event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBIHyperScale Board, in its sole and absolute discretion, makes it inadvisable to effect affect the Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI HyperScale and shall not give rise to or create any duty on the part of SWBI HyperScale or its the HyperScale Board of Directors to waive or not to waive any such condition or to effect affect the Distribution, or in any way limit SWBI’s HyperScale's rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or HyperScale prior to the Exchange and Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.2 shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI EATC UT, in whole or in part, in its sole and absolute discretion): (ia) the Transfer EATC UT Board shall have authorized and approved the Separation and not withdrawn such authorization and approval, and shall have declared the distribution to Distribution Agent; (b) the transactions contemplated by Article II shall have been consummatedcompleted; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vic) all actions and filings necessary or appropriate under applicable federal, state, state or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaq, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixd) each of the Ancillary other Related Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xie) no Applicable Law order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or the transactions related thereto shall have been adopted, promulgated, or issued, and be in effect, and no other event outside the control of EATC UT shall have occurred or failed to occur that prohibits prevents the consummation of the Distribution or any of the other transactions contemplated herebyrelated thereto; (xiif) any material approvals EATC UT and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof EATC NV shall have been obtained; andtaken all necessary action to cause the initial Board of Directors of EATC NV to take office as of immediately following the Effective Time; (xiiig) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBIEATC UT Board, in its sole and absolute discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) . Each of the foregoing conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI EATC UT and shall not give rise to or create any duty on the part of SWBI EATC UT or its the EATC UT Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBIEATC UT’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11this Agreement. Any determination made by SWBI on or EATC UT prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 3.2. shall be conclusive and binding on the parties and all other affected Personsparties.

Conditions Precedent to the Distribution. Neither the Distribution nor the related transactions set forth in this agreement or in any of the Ancillary Agreements will become effective unless the following conditions have been satisfied or waived by Sprint, in its sole and absolute discretion, at or before the Distribution Time: (a) In no event shall the Distribution occur unless each private letter ruling from the Internal Revenue Service dated July 20, 2005 and any supplemental rulings received before the date of the following conditions shall have been satisfied (or waived by SWBI this agreement will continue to be in its sole discretion): (i) the Transfer shall have been consummatedeffect; (iib) the AOUT Financing Transactions shall Sprint will have been consummated; (iii) received an opinion from Cravath, Swaine & ▇▇▇▇▇ LLP and an opinion from ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, dated the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if anyDate, in each case in accordance with form and substance acceptable to Sprint to the effect that, for U.S. federal income tax purposes, (i) the Contribution and the Distribution qualify as a “reorganization” under Section 78.288 368(a) of the Nevada Revised StatutesCode, (ii) Sprint and Embarq each will be a party to that reorganization within the meaning of Code Section 368(b) and (iii) no gain or loss will be recognized under Code Sections 361 and 355 (and related provisions) on the Contribution, the Separation or the Distribution; (ivc) the Board Distribution will not violate or result in a breach of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution any Law or terminated this Agreement at any time prior to the Distribution Timematerial agreement; (vd) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, S-1 will have become effective and the Information Statement shall will have been mailed to holders all Record Holders of the SWBI Sprint Common Stock as of the Record DateStock; (vie) all the actions and filings necessary or appropriate under applicable federal, state, federal or foreign state securities or “blue sky” laws and state blue sky laws in connection with the rules Distribution and regulations thereunder shall the issuance and sale of the Notes will have been taken and, where applicable, become effective or been acceptedtaken; (viif) the AOUT New York Stock Exchange will have approved Embarq’s Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqlisting, subject to official notice of issuance; (viiig) the Board of Directors of AOUT, as named in the Information Statement, shall Ancillary Agreements will have been duly elected, executed and delivered by each of the Amended parties thereto and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall neither Party will be in material breach of any Ancillary Agreement; (h) all Consents required to be received or made before the Distribution may take place will have been received or made and be in full force and effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xii) no Applicable Law shall have been adoptedpreliminary or permanent injunction or other order, promulgateddecree, or issuedruling issued by a Governmental Authority, and be in effect, that prohibits the consummation of the Distribution no statute (as interpreted through orders or any of the other transactions contemplated hereby; (xii) any material approvals and consents rules of any Governmental Authority and any material permitsduly authorized to effectuate the statute), registrationsrule, and consents from Third Parties (including regulation or executive order promulgated or enacted by any Governmental Authority)Authority will be in effect preventing, in each caseor materially limiting the benefits of, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedDistribution; and (xiiij) no event or development shall the actions contemplated by Sections 2.01(b) and 2.01(c) will have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) occurred. Each of the conditions set forth in this Section 3.1(a) 3.04 is for the sole benefit of SWBI Sprint and shall Sprint may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part. Any determination made by Sprint concerning the satisfaction or waiver of any or all of the conditions in this Section 3.04 will be conclusive and binding on the Parties. The satisfaction of the conditions will not give rise to or create any duty obligation on the part of SWBI Sprint to Embarq or its Board of Directors to waive or not to waive any such condition or other Person to effect the DistributionRecapitalization, the Separation, the Contribution or the Distribution or in any way limit SWBISprint’s rights of termination right to terminate as set forth in Section 6.11 8.07 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons8.07.

Conditions Precedent to the Distribution. (a) In no event shall ---------------------------------------- the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI Equifax: (a) Equifax's Board of Directors or a duly appointed committee thereof, shall, in its sole discretion):, have established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution; (ib) the Transfer all necessary regulatory approvals shall have been consummatedreceived; (iic) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to the holders of the SWBI Equifax Common Stock as of the Record DateStock; (vid) the Form 10 shall have become effective under the Exchange Act, and all actions and filings necessary or appropriate registration statements referred to under applicable federalSection 3.01(b) shall have become effective under the Securities Act; (e) the PSI Board of Directors, stateas named in the Form 10, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken andelected by Equifax, where applicableas sole shareholder of PSI, become effective or and the PSI Articles and PSI Bylaws shall have been acceptedadopted and be in effect; (viif) the AOUT PSI Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiig) Equifax and PSI shall have taken all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (h) Equifax shall have received a favorable private letter ruling from the IRS that the Contribution constitutes a reorganization pursuant to Section 368(a)(1)(D) of the Code and that the Distribution will not be taxable to Equifax or its shareholders pursuant to Section 355 of the Code, and such ruling shall continue in effect; (i) PSI shall have entered into the PSI Revolving Credit Agreement; (j) the Board of Directors of AOUT, as named transactions described in the Information Statement, Section 2.01 shall have been duly electedoccurred; (k) PSI (or its appropriate subsidiary) shall have performed fully its (or their) obligations under Section 2.02; (l) no order, and injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, Distribution shall be in effect; (ixm) Equifax and PSI shall each have performed its obligations under this Agreement and each Ancillary Agreement, which are required to be performed prior to or at the time of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedDistribution; and (xiiin) no event or development the parties shall have occurred consummated those other transactions in connection with the Distribution that are contemplated by the Information Statement to be consummated prior to or exist that, in at the judgment time of the Board of Directors of SWBI, Distribution and are not specifically referred to in its sole discretion, makes it inadvisable to effect the Distribution this Agreement or the other transactions contemplated herebyAncillary Agreements identified in Sections 2.03(a) - (f). (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. (a) In no event The Distribution shall be subject to, in the Distribution occur unless sole discretion of Alleghany, the fulfillment or waiver of each of the following conditions conditions: (a) Alleghany's Board of Directors, in its discretion, shall have declared the Distribution, established the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution to the extent not provided for herein; (b) any necessary regulatory approvals shall have been satisfied (or waived by SWBI in its sole discretion): (i) the Transfer shall have been consummatedreceived; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (vc) the Form 10 shall have been filed with become effective under the Commission Exchange Act and declared effective by the Commission, no stop order suspending shall have been entered, and no proceeding for that purpose shall have been initiated or threatened by the effectiveness Commission with respect thereto; (d) all necessary permits, registrations and consents required under the insurance, securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement shall have been received or become effective; (e) Chicago Title's Board of Directors, as named in the Form 10 10, shall have been elected by Alleghany, as sole stockholder of Chicago Title, and the Chicago Title Certificate and Chicago Title By-laws shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viif) the AOUT Chicago Title Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqthe New York Stock Exchange, subject to official notice of issuance; (viiig) the Board of Directors of AOUT, as named in the Information Statement, Tax Agreement shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties theretothereto and shall be in full force and effect; (xh) SWBI Alleghany shall have received a ruling from the Tax Opinion Internal Revenue Service (which shall not have been revoked or modified in any material respect) that is reasonably form and substance satisfactory to SWBIAlleghany) to the effect that, by reason of the applicability of Section 355 of the Code, the AAM Distribution will not be taxable to Alleghany and the Distribution will not be taxable to the stockholders of Alleghany; (xii) no Applicable Law the distribution of all of the CTLTC Common Stock by TCTC to AAM shall have been adoptedeffected and, promulgatedsubsequent thereto, the distribution of all of the CTLTC Common Stock by AAM to CT&T shall have been effected and, subsequent thereto, the AAM Distribution shall have been effected and, subsequent thereto, the distribution by CT&T of all of the Non-Voting Preferred Stock, par value $12.50 per share, of TCTC to Alleghany shall have been effected; (j) consummation of the Distribution and the other transactions contemplated hereby shall not be prohibited by Law and no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated or entered, or issuedshall have threatened to enact, and be in effectissue, that promulgate or enter, any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which materially restricts, prevents or prohibits the consummation of the Distribution or any of transaction contemplated by this Agreement, it being understood and agreed that the parties hereto shall use all reasonable efforts to cause any such decree, judgment, injunction or other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary order to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially be vacated or lifted as it is conducted at the date hereof shall have been obtainedpromptly as possible; and (xiiik) no event or development Alleghany and Chicago Title and the members of their respective Groups shall have occurred or exist thatobtained all third-party consents and approvals, the failure of which to obtain would, in the judgment sole determination of the Alleghany's Board of Directors of SWBIDirectors, in its sole discretion, makes it inadvisable to have a material adverse effect on the Distribution Alleghany Group or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI Chicago Title Group, each taken as a whole, and shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 consents and approvals shall be conclusive in full force and binding on the parties and all other affected Personseffect.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI Vivani in its sole discretion): (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI Vivani shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (viii) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been mailed distributed to holders of the SWBI Vivani Common Stock as of the Record Date; (viiv) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (viiv) the AOUT Cortigent Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqa public stock exchange, subject to official notice of issuance; (viiivi) the Board of Directors of AOUTCortigent, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ixvii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xiviii) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xiiix) any material approvals and consents the shares of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary Cortigent to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof be distributed shall have been obtained; andapproved and accepted for listing by Nasdaq, subject to official notice of distribution; (xiiix) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBIVivani, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby; and (xi) the Board of Directors of Vivani shall have received a written opinion satisfactory to the Board to the effect that the Distribution should qualify for non-recognition of gain and loss under the Internal Revenue Code of 1986, as amended. (b) Each of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI Vivani and shall not give rise to or create any duty on the part of SWBI Vivani or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBIV▇▇▇▇▇’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI Vivani on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to the Distribution. The Distribution shall be conditioned on the satisfaction of the following conditions: (a) In no event Holding shall have filed a registration statement with the Distribution occur unless each Securities and Exchange Commission (the "Commission") on Form S-1 (the "Registration Statement"), and such amendments or supplements thereto as may be necessary in order to cause the same to become and remain effective, in order to register the Holding Shares under the Securities Act of the following conditions 1933, as amended; (b) The Registration Statement shall have been satisfied (or waived by SWBI in its sole discretion): (i) the Transfer shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 Commission and there shall be no stop-order in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Dateeffect with respect thereto; (vic) all The Exchange and the Brighton Distribution shall have occurred; (d) Not later than the Distribution Date, Holding shall have prepared and mailed to Interactive's common stockholders, such information concerning Holding and the Distribution and such other matters as Interactive determines upon advice of counsel are necessary or required by law; (e) All required actions and filings necessary or appropriate with regard to state securities and blue sky laws of the United States (and any comparable laws under applicable federal, state, or any foreign securities or “blue sky” laws and the rules and regulations thereunder jurisdictions) shall have been taken by Holding, and, where applicable, have become effective or been accepted, or Holding shall have been advised by counsel that any such action or filing not effective or accepted shall not be required; (viif) Interactive shall have obtained an opinion letter from its independent auditors to the effect that the Distribution will qualify as a tax free transaction under the Code, and no gain or loss will be recognized by (and no amount will otherwise be included in the income of) the AOUT Common Stock stockholders of Interactive upon their receipt of Holding Shares in the Distribution; (g) Any material governmental approvals and consents necessary to be delivered in consummate the Distribution shall have been approved for listing on Nasdaq, subject to official notice of issuance; (viii) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, obtained and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in full force and effect; (ixh) each of the Ancillary Agreements No other events or developments shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory occurred subsequent to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBIInteractive, would result in its sole discretionthe Distribution having a material adverse effect on Interactive or on Interactive's stockholders; (i) No order, makes it inadvisable injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition shall be in effect so as to effect prevent the consummation of the Brighton Distribution, the Exchange or the Distribution or the any other transactions contemplated hereby.by this Agreement; (bj) Each Such other actions as the Parties may, based upon the advice of the conditions set forth in this Section 3.1(a) is for the sole benefit of SWBI and shall not give rise counsel, reasonably request to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or be taken prior to the Distribution Time concerning in order to assure the satisfaction or waiver of any or all successful completion of the conditions set forth in this Section 3.1 Distribution shall be conclusive and binding on the parties and all other affected Personshave been taken; and (k) This Agreement shall not have been terminated.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by SWBI the Company, in whole or in part, in its sole discretiondiscretion (other than the condition set forth in Section 3.2(a), which, prior to the termination of the Merger Agreement, may not be waived without ▇▇▇▇▇▇ Partner’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed): (ia) the Transfer SEC shall have been consummated; (ii) the AOUT Financing Transactions shall have been consummated; (iii) the Distribution will be made in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutes; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) declared effective the Form 10 shall have been filed with the Commission and declared effective by the Commission10, no stop order suspending the effectiveness of the Form 10 shall be in effect, and no proceedings for such purpose purposes shall be pending before have been instituted or threatened by the Commission, and SEC; (b) the Information Statement Reorganization shall have been mailed completed substantially in accordance with the Separation Step Plan (other than any steps that are expressly contemplated to holders of occur at or after the SWBI Common Stock as of the Record DateDistribution); (vic) all the actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder set forth in Section 3.1(c)(ii) shall have been taken and, where applicable, become effective consummated or been acceptedsatisfied; (viid) an independent appraisal firm shall have delivered one or more opinions to the Company Board confirming the solvency of SpinCo and the solvency and surplus of the Company, in each case after giving effect to the consummation of the SpinCo Financing and the SpinCo Payment and the consummation of the Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware Law); and such opinions shall be reasonably acceptable to the Company in form and substance in the Company’s sole discretion; and such opinions shall not have been withdrawn, rescinded or modified in any respect materially adverse to the Company; (e) the AOUT Company shall have received the Distribution Tax Opinions from WLRK and the Company Accounting Firm, as applicable (provided that the condition in this Section 3.2(e) shall not apply with respect to any Distribution Tax Opinion to the extent that any such matters are addressed by an IRS Ruling); (f) the Company shall have received the IRS Ruling, and such IRS Ruling shall continue to be valid and in full force and effect; (g) the SpinCo Common Stock to be delivered distributed to the Company stockholders in the Distribution shall have been approved accepted for listing on Nasdaqthe NYSE, subject to official notice of issuancedistribution; (viiih) the Board of Directors of AOUT, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth in this Article VIII of the Merger Agreement (other than in Section 3.1(a8.1(b) of the Merger Agreement) shall have been satisfied or validly waived, in each case other than those conditions that, by their nature, are to be satisfied substantially contemporaneously with the Distribution and/or the Merger; provided that such conditions are capable of being satisfied at such time; and (i) Merger Partner shall have irrevocably confirmed to the Company that each condition in Section 8.1 and Section 8.3 of the Merger Agreement (other than in Section 8.1(b) thereof) to Merger Partner’s obligations to effect the Merger (i) has been satisfied, (ii) will be satisfied at the time of the Distribution and/or the Merger, or (iii) subject to applicable Laws is or has been waived by Merger Partner. Each of the foregoing conditions is for the sole benefit of SWBI the Company and shall not give rise to or create any duty on the part of SWBI the Company or its the Company Board of Directors to waive or not to waive any such condition in this Agreement or to effect the DistributionMerger Agreement, or in any way limit SWBIthe Company’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 Agreement or the Merger Agreement; provided, however, that the foregoing shall be conclusive and binding on not limit the parties and all other affected PersonsCompany’s rights under the Merger Agreement.

Conditions Precedent to the Distribution. Neither the Distribution nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless the following conditions have been satisfied or waived by NTELOS, in its sole and absolute discretion, at or before the Distribution Time: (a) In no event shall the private letter ruling from the Internal Revenue Service dated _______, 2011 and any supplemental rulings received before the date of this Agreement (collectively, the “PLR”) will continue to be in effect, in which the Internal Revenue Service ruled regarding the qualification of the Distribution occur unless each and related transactions as transactions that are generally tax free for U.S. federal income tax purposes under Section 355 and/or 368(a)(1)(D) of the following conditions shall have been satisfied (or waived by SWBI in its sole discretion): (i) the Transfer shall have been consummatedCode; (iib) NTELOS will have received an opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated the AOUT Financing Transactions shall have been consummatedDistribution Date, in form and substance acceptable to NTELOS regarding the qualification of the Distribution and related transactions as transactions that are generally tax free for U.S. federal income tax purposes; (iiic) the Distribution will be made not violate or result in a manner that does not cause SWBI to be unable to pay its debts as they become due in the usual course breach of its business any Law or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised Statutesany material agreement; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (vd) the Form 10 shall will have been filed with the Commission and declared become effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall will have been mailed to all holders of the SWBI NTELOS Common Stock as of the Record DateStock; (vie) all the actions and filings necessary or appropriate under applicable federal, state, federal or foreign state securities or “blue sky” laws and state blue sky laws in connection with the rules and regulations thereunder shall Distribution will have been taken and, where applicable, become effective or been acceptedtaken; (viif) the AOUT NASDAQ Stock Market will have approved Wireline’s Common Stock to be delivered in the Distribution shall have been approved for listing on Nasdaqlisting, subject to official notice of issuance; (viiig) the Board of Directors of AOUT, as named in the Information Statement, shall Ancillary Agreements will have been duly elected, executed and delivered by each of the Amended parties thereto and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall neither Party will be in material breach of any Ancillary Agreement; (h) all Consents required to be received or made before the Distribution may take place set forth on Schedule 3.04(h) will have been received or made and be in full force and effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) SWBI shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to SWBI; (xii) no Applicable Law shall have been adoptedpreliminary or permanent injunction or other order, promulgateddecree, or issuedruling issued by a Governmental Authority, and be in effect, that prohibits the consummation of the Distribution no statute (as interpreted through orders or any of the other transactions contemplated hereby; (xii) any material approvals and consents rules of any Governmental Authority and any material permitsduly authorized to effectuate the statute), registrationsrule, and consents from Third Parties (including regulation or executive order promulgated or enacted by any Governmental Authority)Authority will be in effect preventing, in each caseor materially limiting the benefits of, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtainedDistribution; and (xiiij) no event or development shall the actions contemplated by Section 2.01(c) will have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) occurred. Each of the conditions set forth in this Section 3.1(a) 3.04 is for the sole benefit of SWBI NTELOS and shall NTELOS may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part. Any determination made by NTELOS concerning the satisfaction or waiver of any or all of the conditions in this Section 3.04 will be conclusive and binding on the Parties. The satisfaction of the conditions will not give rise to or create any duty obligation on the part of SWBI NTELOS to Wireline or its Board of Directors to waive or not to waive any such condition or other Person to effect the DistributionRecapitalization, the Internal Transactions, the Separation, the Contribution or the Distribution or in any way limit SWBI’s rights of termination NTELOS’ right to terminate as set forth in Section 6.11 8.07 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Persons8.07.

Conditions Precedent to the Distribution. (a) In no event shall the Distribution occur unless each of (a) if at the Distribution Date the Ruling Request shall not have been granted in form and substance satisfactory to the Company in its sole discretion and be in full force and effect, or (b) prior to such time as the following conditions shall have been satisfied (or waived by SWBI in its sole discretion):or, to the extent permitted, waived: (i) all third party consents and governmental approvals required in connection with the Transfer transactions contemplated hereby shall have been consummatedreceived, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (i) the ability of the parties to consummate the transactions contemplated by this Agreement or (ii) the business, financial condition or results of operations of Safety or New ▇▇▇▇▇▇; (ii) the AOUT Financing Transactions Distribution, the Combination Agreement and the related transactions (including the Merger) shall have been consummatedapproved by the holders of a majority of the outstanding shares of Company Common Stock at the Special Meeting; (iii) the Distribution will be made transactions contemplated by Sections 2.01, 2.02, 2.05, 2.08, 2.09 and 2.10 shall have been consummated in a manner that does not cause SWBI all material respects, to the extent required to be unable consummated prior to pay its debts as they become due in the usual course of its business or cause the total assets of SWBI to be less than the sum of its total liabilities plus the amount that would be needed, if SWBI were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 78.288 of the Nevada Revised StatutesDistribution; (iv) the Board of Directors of SWBI shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution Time; (v) the Form 10 New ▇▇▇▇▇▇ Common Stock shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the SWBI Common Stock as of the Record Date; (vi) all actions and filings necessary or appropriate under applicable federal, state, or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (vii) the AOUT Common Stock to be delivered in the Distribution shall have been approved authorized for listing on Nasdaqthe NYSE, subject to official notice of issuance; (viiiv) the Board of Directors of AOUTNew ▇▇▇▇▇▇ Board, composed as named in the Information Statementcontemplated by Section 6.01, shall have been duly electedelected by the Company, as sole stockholder of New ▇▇▇▇▇▇; (vi) the Form S-4 (to the extent required) shall have been declared effective under the Securities Act (or the Form 10 shall have been declared effective under the Exchange Act) by the Commission and no stop order suspending the Amended and Restated Certificate effectiveness of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to Form S-4 (or the Form 10) shall have been issued by the Commission and, to the knowledge of the Company and New ▇▇▇▇▇▇, no proceeding for that purpose shall have been instituted by the Commission; (vii) the applicable parties shall have entered into each of the Ancillary Agreements; (viii) each condition to the Closing of the Merger and the Exchange Offer set forth in Article IX of the Combination Agreement, other than with respect to consummation of the Distribution and the transactions set forth in Article II hereof, shall be in effecthave been fulfilled or waived by the party for whose benefit such condition exists; (ix) each the Company Board shall be reasonably satisfied that, after giving effect to the transactions set forth in Article II hereof, (A) the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (B) the Company's surplus would be sufficient to permit the Distribution without violation of Section 23-1-28-3 of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto;Indiana Business Corporation Law; and (x) SWBI the representations and warranties contained in Section 2.06 shall have received be true and correct. Neither the Tax Opinion (which Company nor New ▇▇▇▇▇▇ shall not have been revoked or modified in waive any material respect) that is reasonably satisfactory to SWBI; (xi) no Applicable Law shall have been adopted, promulgated, or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby; (xii) any material approvals and consents of any Governmental Authority and any material permits, registrations, and consents from Third Parties (including any Governmental Authority), in each case, necessary to effect the Distribution and to permit the operation of the Outdoor Products and Accessories Business and the Firearm Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of SWBI, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby. (b) Each of the conditions set forth condition contained in this Section 3.1(a) is for 3.03 without the sole benefit consent of SWBI and Autoliv, which consent shall not give rise to or create any duty on the part of SWBI or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit SWBI’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by SWBI on or prior to the Distribution Time concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.1 shall be conclusive and binding on the parties and all other affected Personsunreasonably withheld.