Common use of CONDITIONS PRECEDENT TO THE MERGER Clause in Contracts

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition to the Obligations of Each Party. The respective obligations of each Party to effect the Merger are subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, to the extent permitted by applicable Legal Requirements) as of the Closing of each of the following conditions: (a) the Company Stockholder Approval shall have been obtained; (b) there shall be no temporary restraining order, preliminary or permanent injunction, final judgment or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining the consummation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Merger; and (c) (i) the waiting period (or any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactions, in each case as listed in Section 7.1(c)(i) of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”). 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent, on its own behalf and on behalf of Merger Sub, to the extent permitted by applicable Legal Requirements) as of the Closing of each of the following conditions: (a) (i) the representations and warranties of the Company set forth in Section 3.3(a), (c), and (e) (Capitalization, Etc.) of the Agreement shall be accurate, except for any de minimis inaccuracies, as of the date of the Agreement and at and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period);

CONDITIONS PRECEDENT TO THE MERGER. Section 7.1 Condition to the Obligations of Each PartyCONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each Party party to effect the Merger are shall be subject to the satisfaction (fulfillment at or waiver by the Company, Parent and Merger Sub, prior to the extent permitted by applicable Legal Requirements) as of the Closing of each Effective Time of the following conditions:conditions (unless waived in accordance with the provisions of this Agreement): (a) This Agreement (including the Company Stockholder Approval Merger) shall have been obtainedapproved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Certificate of Incorporation of the Company; (b) there Parent shall have made, or caused to be no temporary restraining ordermade, preliminary or permanent injunction, final judgment or other order issuedthe Offer, and remaining Parent or Sub shall have previously accepted for payment and paid for Shares pursuant to the Offer in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) an amount sufficient to satisfy the Minimum Condition of the Company Disclosure Schedule Offer (as defined herein)and otherwise pursuant to the Offer (provided that the purchase of Shares pursuant to the Offer shall not be a “Specified Governmental Body”) prohibiting or enjoining condition to the consummation obligations of Parent and Sub hereunder if Sub shall fail to accept payment and pay for Shares pursuant to the Offer in violation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued terms thereof or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Mergerthis Agreement); and (c) No court or other Governmental Entity having jurisdiction over the Company or Parent, or any of their respective Subsidiaries, shall have enacted, issued, promulgated, enforced or entered any statute, law, rule, regulation, executive order, decree, injunction, ruling or other order (whether temporary, preliminary or permanent), or taken any other action, that has the effect of (i) making the waiting period (Merger illegal or any extension thereof) applicable to directly or indirectly restraining, prohibiting or restricting the consummation of the Merger under the HSR Act shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) all other actions materially changing the terms or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactions, in each case as listed in Section 7.1(c)(i) conditions of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”)Agreement. 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent, on its own behalf and on behalf of Merger Sub, to the extent permitted by applicable Legal Requirements) as of the Closing of each of the following conditions: (a) (i) the representations and warranties of the Company set forth in Section 3.3(a), (c), and (e) (Capitalization, Etc.) of the Agreement shall be accurate, except for any de minimis inaccuracies, as of the date of the Agreement and at and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period);

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition 6.1 Conditions to the Obligations of Each Party's Obligations under this Agreement. The respective obligations of each Party to effect the Merger are party under this Agreement shall be subject to the satisfaction (fulfillment at or waiver by the Company, Parent and Merger Sub, prior to the extent permitted by applicable Legal Requirements) as of the Closing of each Effective Time of the following conditions: 6.1.1 All necessary regulatory or governmental approvals and consents required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have expired. 6.1.2 None of MidCity, NewCo, the Company or any of its Subsidiaries shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins, restrains or prohibits any of the transactions contemplated hereby. 6.1.3 This Agreement and the transactions contemplated hereby, including, without limitation, the Merger, shall have been approved by (a) the requisite vote of the stockholders of the Company Stockholder Approval shall have been obtained; in accordance with applicable law and (b) there the Board of Directors of MidCity. 6.1.4 The Company shall be no temporary restraining order, preliminary or permanent injunction, final judgment or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth have received the Fairness Opinion referred to in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining the consummation of the Merger, nor 5.11 and such opinion shall any Legal Requirement not have been promulgated, enacted, issued withdrawn or deemed applicable to the Merger by any Specified Governmental Body which remains in effect materially and prohibits or makes illegal the consummation of the Merger; and (c) (i) the waiting period (or any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactions, in each case as listed in Section 7.1(c)(i) of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”)negatively modified. 7.2 6.2 Conditions to the Obligations of Parent MidCity and Merger SubNewCo under this Agreement. The obligations of each of Parent MidCity and Merger Sub to effect the Merger are NewCo under this Agreement shall be further subject to the satisfaction (or waiver by Parentsatisfaction, on its own behalf and on behalf of Merger Subat the Effective Time, to the extent permitted by applicable Legal Requirements) as of the Closing of each of the following conditions:, any one or more of which may be waived, in writing, in whole or in part by MidCity. 6.2.1 This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the stockholders of the Company in accordance with applicable law and stockholders holding not more than five percent (a5%) (i) of the outstanding shares of Company Common Stock shall have properly exercised appraisal rights with respect to their shares of Company Common Stock. 6.2.2 Each of the obligations of the Company required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company set forth contained in Section 3.3(a), (c), and (e) (Capitalization, Etc.) of the this Agreement shall be accurate, except for any de minimis inaccuracies, have been true and correct in all material respects as of the date of the this Agreement and as of the Effective Time as though made at and as of the Closing Date Effective Time, except that those representations and warranties which specifically relate to an earlier specified date shall continue to be true and correct in all material respects as if made on of such specified date. 6.2.3 Any and all material permits, consents, waivers, clearances, approvals and authorizations of all third parties and governmental bodies which are necessary in connection with the consummation of the transactions contemplated hereby (including the approvals and consents referenced in Section 1.2 hereof) shall have been obtained, and none of such permits, consents, waivers, clearances, approvals or authorizations shall contain any term or condition which MidCity reasonably determines to be materially burdensome to MidCity or its present or intended operations. 6.2.4 MidCity shall have received an opinion(s), dated the Effective Date, from Hins▇▇▇ & ▇ulb▇▇▇▇▇▇, ▇▇unsel for the Company, or such other counsel as shall be acceptable to MidCity, in substantially the form attached hereto as Exhibit 6.2.4. 6.2.5 No legal, administrative, arbitration or other proceedings shall have been instituted or, in the reasonable opinion of MidCity, be imminent by or before a court or any governmental authority to enjoin, restrain or prohibit any of the transactions contemplated hereby or which, in the reasonable opinion of MidCity, could materially reduce or impair the value of the Company and its Subsidiaries, and no judgement, order or decree of any court shall be in effect, and no statute or rule, order or regulation of any governmental agency shall be in effect that, in the reasonable opinion of MidCity, materially reduces or impairs the value of the Company and its Subsidiaries. 6.2.6 From September 30, 1998 to the Effective Time, the Company shall not have suffered a Material Adverse Effect. 6.2.7 MidCity shall have received certificates, dated as of a date as close as practicable to the Effective Date, from appropriate authorities as to the valid existence and good standing of the Company and its Subsidiaries. 6.2.8 MidCity shall have received the resignations and releases, effective as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date or periodEffective Time, in which case as of such date or period);Jani▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇nn▇▇▇ ▇. ▇▇▇e▇, ▇▇▇▇ ▇▇▇h ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Gera▇▇

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition 6.1 Conditions to the Obligations of Each Party's Obligations to Effect the Merger. The respective obligations of each Party party to this Agreement to consummate and effect the Merger are transactions contemplated hereby shall be subject to the satisfaction (at or waiver by the Company, Parent and Merger Sub, prior to the extent permitted by applicable Legal Requirements) as of the Closing Effective Time of each of the following conditions, any of which may be waived: (a) the Company Stockholder Approval This Agreement shall have been obtained;adopted by the requisite vote of the stockholders of each of Buyer, if required, and Company. (b) there The Commission shall be have declared the Form S-4 effective. No stop order suspending the effectiveness of the Form S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement/Prospectus shall have been initiated or threatened in writing by the Commission or any other Governmental Authority; and all requests for additional information on the part of the Commission or any other Governmental Authority shall have been complied with to the reasonable satisfaction of the parties hereto. (c) No temporary restraining order, preliminary or permanent injunction, final judgment injunction or other order issued, and remaining in effect, issued by any Governmental Body court of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining other legal or regulatory restraint or prohibition preventing the consummation of the MergerMerger shall be in effect, nor shall any Legal Requirement have been promulgatedproceeding brought by any Government Authority seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, issued entered, enforced or deemed applicable to the Merger by any Specified Governmental Body Merger, which remains in effect and prohibits or makes illegal the consummation of the Merger; andMerger illegal. In the event an injunction, order or other restraint or prohibition shall have been issued or imposed, each party agrees to use its commercially reasonable efforts to have such injunction, order or other restraint or prohibition lifted. (cd) Company, Buyer and Merger Sub and their respective Subsidiaries shall have timely obtained from each Governmental Authority: (i) all approvals, waivers and consents as may be required under the waiting period (or any extension thereof) applicable to consummation of Securities Act, state blue sky laws, the Merger Exchange Act and under the HSR Act shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental BodyAct, and (ii) all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, waivers and consents, if any, necessary for the consummation of or in connection with the Merger and the lapse transactions contemplated hereby, the failure too obtain which would reasonably be expected to have a Material Adverse Effect upon either of waiting periods Buyer or Company following the Effective Time. (e) The shares of Buyer Common Stock to be issued in the Merger and such other shares of Buyer Common Stock to be reserved for issuance in connection with respect the Merger shall have been approved for listing on The Nasdaq National Market. (f) Company shall have received a written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to Company, in a form reasonably satisfactory to both Buyer and Company, dated on or about the Closing, to the Transactions, in each case as listed in effect that the Merger will constitute a reorganization within the meaning of Section 7.1(c)(i368(a) of the Company Disclosure ScheduleCode, and such opinion shall not have been madewithdrawn. In rendering such opinion, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule counsel shall be deemed updated entitled to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) make reasonable assumptions and require delivery of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actionsrely upon, waiversamong other things, Consents, clearances, decisions, declarations, approvals, reasonable and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”). 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent, on its own behalf and on behalf of Merger Sub, to the extent permitted by applicable Legal Requirements) as of the Closing of each of the following conditions: (a) (i) the customary representations and warranties of the Company set forth in Section 3.3(a)certificates to be delivered by each of Buyer, (c)Merger Sub and Company in form reasonably satisfactory to such counsel. In addition, Buyer and (e) (CapitalizationCompany shall have received from their respective counsel, Etc.) such tax opinions as may be required of them by the Commission in connection with the filing of the Agreement shall be accurate, except for any de minimis inaccuracies, as of the date of the Agreement and at and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period);S-4.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition 6.01 Conditions to the Obligations of Each PartyDavi▇. The respective ▇he obligations of each Party to Davi▇ ▇▇ effect the Merger are and the other transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, Davi▇) ▇▇ior to the extent permitted by applicable Legal Requirements) as of or on the Closing of each Date of the following conditions: (a) the Company Stockholder Approval representations and warranties made by Inotek in this Agreement shall have be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been obtainedmade or given on and as of the Closing Date; (b) there Inotek shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date; (c) no temporary restraining order, preliminary or permanent injunction, final judgment injunction or other order issued, and remaining in effect, issued by any Governmental Body court of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining other legal restraint or prohibition preventing the consummation of the MergerMerger shall be in effect, nor shall any Legal Requirement have been promulgatedproceeding by any regulatory authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, issued entered, enforced or deemed applicable to the Merger which makes the consummation thereof illegal; (d) all necessary approvals, consents and authorizations required by any Specified Governmental Body which remains in effect and prohibits or makes illegal the law for consummation of the Merger; and, including the requisite approvals of the stockholders of Inotek and all legally required regulatory approvals, shall have been obtained, and all waiting periods required by law shall have expired; (ce) (i) On or prior to the waiting period (or any extension thereof) applicable Closing Date, Davi▇ ▇▇▇ll have received all documents required to consummation of be received from Inotek, including without limitation the Merger under the HSR Act shall have expired or been terminatedconsents referred to in Section 4.06, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and legal opinion of counsel to Inotek dated the lapse of waiting periods Closing Date with respect to the Transactionsmatters listed on Exhibit 6.01(e) attached hereto, all in each case as listed in Section 7.1(c)(iform and substance reasonably satisfactory to Davi▇; ▇▇d (f) of the Company Disclosure Schedule, Inotek shall have been madereceived a fairness opinion of Sand▇▇▇ ▇▇▇r▇▇ ▇▇▇▇▇▇ ▇▇▇., terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated financial advisor to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”). 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent, on its own behalf and on behalf of Merger SubInotek, to the extent permitted effect that the transactions contemplated by applicable Legal Requirements) as of the Closing of each of the following conditions: (a) (i) the representations and warranties of the Company set forth in Section 3.3(a), (c), and (e) (Capitalization, Etc.) of the this Agreement shall be accurate, except for any de minimis inaccuracies, as of the date of the Agreement and at and as of the Closing Date as if made on and as of the Closing Date (except are fair to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as stockholders of such date or period);Inotek from a financial point of view.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition Section 6.1 Conditions to the Obligations of Each Party’s Obligations to Effect the Merger. The respective obligations of each Party Parent, Merger Sub and the Company to effect consummate the Merger are subject to the satisfaction (or waiver by the Companywaiver, Parent and Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements, by each such Party) as of at or prior to the Closing Effective Time of each of the following conditions: (a) The Company will have received the Company Required Vote at the Company Stockholder Approval shall have been obtained;Meeting (or any adjournment or postponement thereof). (b) there shall be no temporary restraining order, preliminary or permanent injunction, final judgment or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining the consummation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Merger; and (c) (i) the Any waiting period (or and any extension thereof) applicable to consummation of the Merger Transactions under the HSR Act shall have expired or been earlier terminated. (c) No Governmental Body shall have (i) enacted, issued or promulgated any Legal Requirement that is in effect as well as any agreement not of immediately prior to close embodied in a “timing agreement” between the parties and a Governmental Body, and Effective Time or (ii) all other actions issued or non-actionsgranted any order or injunction (whether temporary, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactionspreliminary or permanent) that is in effect, in each case case, which has the effect as listed in Section 7.1(c)(i) of immediately prior to the Effective Time of enjoining or otherwise prohibiting the consummation of the Company Disclosure ScheduleMerger (any such injunction, shall have been madeorder or Legal Requirement, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the a “Requisite Regulatory ApprovalsLegal Restraint”). 7.2 Section 6.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect consummate the Merger are will be subject to the satisfaction (or waiver by Parentwaiver, on its own behalf and on behalf of Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements) as of at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) (i) the representations and warranties of the Company set forth in this Agreement (except for the representations and warranties in Section 3.3(a2.1, the second sentence of Section 2.2, the first and last sentence of Section 2.3(a), (cthe last sentence of Section 2.3(b), the first and (elast sentences of Section 2.3(c) (Capitalizationexcluding the reference to Section 2.3(d) in the last sentence of Section 2.3(c)), Etc.Section 2.3(e) (solely to the extent such representations and warranties relate to the capital stock or other securities of the Agreement Company), Section 2.3(f), Section 2.5(b), Section 2.19, Section 2.21, the first sentence of Section 2.23 and Section 2.24 of this Agreement) shall be accurate, except for true and correct (without giving effect to any de minimis inaccuracies, qualification or limitation as of the date of the Agreement and at to “materiality” or “Material Adverse Effect” set forth therein) on and as of the Closing Date as if made on and as of the Closing Date such time (except to the extent any such representation or warranty is expressly relates to made as of an earlier date or periodtime, in which case as of such earlier date or periodtime);, except where the failure of any such representation or warranty to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) the representations and warranties of the Company set forth in the first sentence of Section 2.3(a), the last sentence of Section 2.3(b), the first and last sentences of Section 2.3(c) (excluding the reference to Section 2.3(d) in the last sentence of Section 2.3(c)), Section 2.3(e) (solely to the extent such representations and warranties relate to the capital stock or other securities of the Company) and Section 2.5(b) of this Agreement shall be true and correct in all respects (other than, with respect to the first sentence of Section 2.3(a), the last sentence of Section 2.3(b), the first and last sentences of Section 2.3(c) (excluding the reference to Section 2.3(d) in the last sentence of Section 2.3(c)) and Section 2.3(e) (solely to the extent such representations and warranties relate to the capital stock or other securities of the Company), de minimis inaccuracies) on and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time) and (iii) the representations and warranties of the Company set forth in Section 2.1, the last sentence of Section 2.3(a), the second sentence of Section 2.2, Section 2.3(f), Section 2.19, Section 2.21, the first sentence of Section 2.23, and Section 2.24 of this Agreement (A) to the extent not qualified by the words “material,” “materially,” “in all material respects”, “materiality” or “Material Adverse Effect” set forth therein shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time) and (B) to the extent qualified or limited by the words “material,” “materially,” “in all material respects”, “materiality” or “Material Adverse Effect” set forth therein shall be true and correct in all respects (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time). (b) The Company shall have complied with and performed in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement. (c) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect that is continuing. (d) P▇▇▇▇▇ and M▇▇▇▇▇ Sub shall have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition Section 6.01. Conditions to the Obligations of Each PartyFirst Banks, FBA and Redwood. The respective obligations of each Party First Banks, FBA and Redwood to effect the Merger are and the other transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, such parties) prior to the extent permitted by applicable Legal Requirements) as of or on the Closing of each Date of the following conditions: (a) the Company Stockholder Approval shall have been obtained; (b) there shall be no temporary restraining order, preliminary or permanent injunction, final judgment or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining the consummation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Merger; and (c) (i) the waiting period (or any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactions, in each case as listed in Section 7.1(c)(i) of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”). 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent, on its own behalf and on behalf of Merger Sub, to the extent permitted by applicable Legal Requirements) as of the Closing of each of the following conditions: (a) (i) the representations and warranties made by Bancorp and Bank of the Company set forth San Francisco in Section 3.3(a), (c), and (e) (Capitalization, Etc.) of the this Agreement shall be accurate, except for any de minimis inaccuracies, as of the date of the Agreement and at true in all material respects on and as of the Closing Date with the same effect as if though such representations and warranties had been made or given on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to speaks as of an earlier date date); (b) Bancorp and Bank of San Francisco shall each have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date; (c) no temporary restraining order, preliminary or periodpermanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger or the Bank Merger, or other legal restraint or prohibition preventing the consummation of the Merger, shall be in effect, nor shall any proceeding by any regulatory authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger or the Bank Merger which makes the consummation thereof illegal; (d) all necessary approvals, consents and authorizations required by law for consummation of the Merger, including the requisite approvals of the shareholders of Bancorp and all legally required regulatory approvals, shall have been obtained, and all waiting periods required by law shall have expired; (e) FBA shall have received the environmental reports required by Section 4.05 hereof and shall not have elected pursuant to Section 7.05 hereof to terminate this Agreement; (f) FBA shall have received all documents required to be received from Bancorp, including without limitation the consents referred to in Section 4.07, on or prior to the Closing Date, all in form and substance reasonably satisfactory to FBA; (g) stockholders of Bancorp Common owning no more than fifteen percent (15%) of the outstanding Bancorp Common shall have perfected the right to dissent from the Merger; (h) First Banks or one of its subsidiaries shall have completed an offering of Trust Preferred securities in the aggregate principal amount of at least $30,000,000 with customary terms and at a dividend rate no higher than twelve and one-half percent (12 1/2%) or an alternative financing arrangement on substantially similar terms (the "Financing"); provided, that if First Banks and its subsidiaries have complied in all material respects with their obligations under Section 5.07 but have been unable to complete a Financing by December 31, 2000, unless completion of such a transaction is then imminent, then FBA shall either (i) terminate this Agreement effective January 1, 2001 by written notice to Bancorp on or before such date, or (ii) as of January 1, 2001, this paragraph (h) shall be void and of no further force and effect. Notwithstanding the foregoing, if, as of December 31, 2000, First Banks, FBA or Redwood is in material breach of any of their representations, warranties or agreements set forth herein, and such breach has not been cured within the applicable cure period after delivery of written notice with respect to the breach, then FBA shall not have the option of terminating this Agreement pursuant to the above clause (i) of this subsection (h) and, in which case such event this subsection (h) shall automatically terminate and be of no further force and effect on and as of such date or period);January 1, 2001; and (i) each of the Indemnification Agreements identified in Section 2.09 of the Disclosure Schedule shall have been amended by removing Sections 5(d) and 8 therefrom, in a manner reasonably acceptable to FBA.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition Section 6.1 Conditions to the Obligations of Each Party’s Obligations to Effect the Merger. The respective obligations of each Party Parent, Merger Sub and the Company to effect consummate the Merger are subject to the satisfaction (or waiver by the Companywaiver, Parent and Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements, by each such Party) as of at or prior to the Closing Effective Time of each of the following conditions: (a) The Company will have received the Company Required Vote at the Company Stockholder Approval shall have been obtained;Meeting. (b) there shall be no temporary restraining order, preliminary or permanent injunction, final judgment or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining the consummation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Merger; and (c) (i) the Any waiting period (or and any extension thereof) applicable to consummation of the Merger Transactions under the HSR Act shall have expired or been terminated. (c) No Governmental Body shall have (i) enacted, issued or promulgated any Legal Requirement that is in effect as well as any agreement not of immediately prior to close embodied in a “timing agreement” between the parties and a Governmental Body, and Effective Time or (ii) all other actions issued or non-actionsgranted any order or injunction (whether temporary, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactionspreliminary or permanent) that is in effect, in each case case, which has the effect as listed in Section 7.1(c)(i) of immediately prior to the Effective Time of enjoining or otherwise prohibiting the consummation of the Company Disclosure ScheduleMerger or the other Transactions (any such injunction, shall have been madeorder or Legal Requirement, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the a “Requisite Regulatory ApprovalsLegal Restraint”). 7.2 Section 6.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect consummate the Merger are will be subject to the satisfaction (or waiver by Parentwaiver, on its own behalf and on behalf of Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements) as of at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) (i) the representations and warranties of the Company set forth in this Agreement (except for the representations and warranties in Section 3.3(a2.1, Section 2.2, Section 2.3, Section 2.5(b), (c)Section 2.19, Section 2.21, the first sentence of Section 2.23, and (eSection 2.24 of this Agreement) (Capitalization, Etc.) of the Agreement shall be accurate, except for true and correct without giving effect to any de minimis inaccuracies, as of qualification or limitation by the date of the Agreement and at words “material,” “materially,” “in all material respects,” “materiality” or “Material Adverse Effect” set forth therein on and as of the Closing Date as if made on and as of the Closing Date such time (except to the extent any such representation or warranty is expressly relates to made as of an earlier date or periodtime, in which case as of such earlier date or periodtime);, except where the failure of any such representation or warranty to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Section 2.3(a), the first sentence and the final two sentences of Section 2.3(c) and the first sentence of Section 2.3(d) shall be true and correct, in each case except for any de minimis inaccuracies, on and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), (iii) the representations and warranties of the Company set forth in Section 2.1, Section 2.2, Section 2.3 (to the extent not addressed by clause (ii) of this Section 6.2(a)), Section 2.19, Section 2.21, the first sentence of Section 2.23, and Section 2.24 (A) to the extent not qualified by the words “material,” “materially,” “in all material respects”, “materiality” or “Material Adverse Effect” set forth therein, shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time) and (B) to the extent qualified or limited by the words “material,” “materially,” “in all material respects”, “materiality” or “Material Adverse Effect” set forth therein shall be true and correct in all material respects (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time) and (iv) the representations and warranties set forth in Section 2.5(b) shall be true and correct in all respects on and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time). (b) The Company shall have complied with and performed in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement. (c) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect that is continuing. (d) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub shall have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied. (e) The Required Gaming Approvals shall have been obtained.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition to the Obligations of Each Party. The respective obligations of each Party to effect the Merger are subject to the satisfaction (or waiver by the Companyor, Parent and Merger Sub, to the extent if permitted by applicable Legal Requirements, waiver by mutual consent of Parent, Merger Sub and the Company) as of the Closing of each of the following conditions: (a) the Company Stockholder Approval shall have been obtained; (b) (i) there shall be no temporary restraining order, preliminary or permanent injunction, injunction or final judgment or other order issuedissued by, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining preventing the consummation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which may prohibit or make illegal the consummation of the Merger and (ii) no Governmental Body in any jurisdiction in which any of the Parties or any of their Subsidiaries has business activities shall have instituted any Legal Proceeding (which remains in effect and prohibits pending at what would otherwise be the Closing Date) before any court or makes other Governmental Body of competent jurisdiction seeking to temporarily or permanently prevent, prohibit or make illegal the consummation of the Merger; and (c) (i) the any waiting period (or any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminated, as well as without the imposition of any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and Burdensome Condition (ii) all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect subject to the Transactions, in each case as listed qualifications to such term in Section 7.1(c)(i) of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”6.2(a)). 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parentor, on its own behalf and on behalf of Merger Sub, to the extent if permitted by applicable Legal Requirements, waiver by mutual consent of Parent and Merger Sub) as of the Closing of each of the following conditions: (a) (i) the representations and warranties of the Company set forth in Section Sections 3.3(a), (c), and (e) – 3.3(f) (Capitalization, Etc.) of the Agreement shall be accurate, accurate except for any de minimis inaccuracies, inaccuracies as of the date of the Agreement and at and as of the Closing Date Effective Time as if made on and as of the Closing Date Effective Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period); (ii) the representations and warranties of the Company set forth in Section 3.1 (Due Organization; Subsidiaries, Etc.), Section 3.2 (Certificate of Incorporation and Bylaws), Section 3.3(g) (Capitalization, Etc.), Section 3.20 (Authority; Binding Nature of Agreement), Section 3.22 (Takeover Laws), Section 3.23 (Opinion of Financial Advisors) and Section 3.24 (Brokers and Other Advisors) of the Agreement shall be accurate in all material respects, as of the date of the Agreement and at and as of the Effective Time as if made on and as of the Effective Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period); (iii) the representations and warranties of the Company set forth in the Agreement (other than those referred to in Section 7.2(a)(i) and Section 7.2(a)(ii) above) shall be accurate (disregarding for this purpose all “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) as of the date of the Agreement and at and as of the Effective Time as if made on and as of the Effective Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so true and correct has not had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) the Company shall have complied with or performed in all material respects the covenants and agreements it is required to comply with or perform at or prior to the Effective Time; (c) since the date of the Agreement, there shall not have occurred a Material Adverse Effect; and (d) ▇▇▇▇▇▇ and Merger Sub shall have received a certificate executed on behalf of the Company by an executive officer of the Company certifying that the conditions set forth in Sections 7.2(a), (b) and (c) have been satisfied.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition Section 6.1 Conditions to the Obligations of Each Party’s Obligations to Effect the Merger. The respective obligations of each Party Parent, Merger Sub and the Company to effect consummate the Merger are subject to the satisfaction (or waiver by the Companywaiver, Parent and Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements, by each such Party) as of at or prior to the Closing Effective Time of each of the following conditions: (a) The Company will have received the Company Required Vote at the Company Stockholder Approval shall have been obtained;Meeting. (b) there No Governmental Body shall be no temporary restraining orderhave (i) enacted, issued or promulgated any Legal Requirement that is in effect as of immediately prior to the Effective Time or (ii) issued or granted any order or injunction (whether temporary, preliminary or permanent injunction, final judgment or other order issued, and remaining permanent) that is in effect, by any Governmental Body in each case, which has the effect as of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) immediately prior to the Effective Time of the Company Disclosure Schedule (a “Specified Governmental Body”) enjoining or otherwise prohibiting or enjoining the consummation of the MergerMerger or the other Transactions (any such injunction, nor shall any order or Legal Requirement have been promulgatedRequirement, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Merger; and (c) (i) the waiting period (or any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactions, in each case as listed in Section 7.1(c)(i) of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory ApprovalsLegal Restraint”). 7.2 Section 6.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect consummate the Merger are will be subject to the satisfaction (or waiver by Parentwaiver, on its own behalf and on behalf of Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements) as of at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) (i) the representations and warranties of the Company set forth in this Agreement (except for the representations and warranties in Section 3.3(a2.1, Section 2.2, Section 2.3, Section 2.5(b), (cSection 2.7, Section 2.17(c), Section 2.19, Section 2.21, Section 2.23, Section 2.24, Section 2.28 and (eSection 2.29 of this Agreement) (Capitalization, Etc.) of the Agreement shall be accurate, except for true and correct (without giving effect to any de minimis inaccuracies, as of qualification or limitation by the date of the Agreement and at words “material,” “materially,” “in all material respects,” “materiality” or “Material Adverse Effect” set forth therein) on and as of the Closing Date as if made on and as of the Closing Date such time (except to the extent any such representation or warranty is expressly relates to made as of an earlier date or periodtime, in which case as of such earlier date or periodtime);, except where the failure of any such representation or warranty to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) the representations and warranties in Section 2.1, Section 2.2, Section 2.3, Section 2.5(b), Section 2.7, Section 2.17(c), Section 2.19, Section 2.21, Section 2.23, Section 2.24, Section 2.28 and Section 2.29 shall be true and correct in all respects on and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time). (b) The Company shall have complied with and performed in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement. (c) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect. (d) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub shall have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied. (e) No more than five percent (5%) of the issued and outstanding Shares as of the date hereof (as adjusted pursuant to Section 1.5(b)) shall, in the aggregate, be (a) Dissenting Shares or (b) shares held by Company Stockholders who, under the provisions of Sections 92A.300 through 92A.500 of the NRS, remain entitled to exercise and perfect appraisal rights in respect of such shares. (f) The Company shall have cured or otherwise resolved all material Objections as the same are described in Section 8.14 to the satisfaction of Parent and Merger Sub, or any material Objections that remain uncured or unresolved shall have been waived, in writing, by Parent and Merger Sub. (g) Either (i) the Q3 2025 Form 10-Q shall have been filed by the Company with the SEC, or (ii) the applicable Canadian Securities Regulators shall have issued at least ten (10) business days prior to the Closing Date a decision granting the Cease Reporting Issuer Order stating that the Company shall cease to be a reporting issuer immediately following the Delisting in all jurisdictions in Canada in which it is a reporting issuer. (h) The Company shall be entitled to file on the Closing Date a certification on Form 15 to suspend its duty to file reports under Section 15(d) of the Exchange Act with respect to the 2023 Company Warrants pursuant to Rule 12h-3(b)(1)(i) under the Exchange Act.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition to the Obligations of Each Party. The respective obligations of each Party the Parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: Section 5.1 Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company, Parent and Merger Sub, (where permissible pursuant to the extent permitted by applicable Legal Requirements) as of prior to the Closing Effective Time of each of the following conditions: (a) The Company will have received the Company Required Vote at the Company Stockholder Approval shall have been obtained;Meeting (or any adjournment or postponement thereof). (b) there shall be no temporary restraining order, preliminary or permanent injunction, final judgment or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining the consummation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Merger; and (c) (i) the Any waiting period (or and any extension thereof) applicable to consummation of the Merger Transactions under the HSR Act shall have expired or been earlier terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) all other actions or non-actionsany required consents, Consents, waivers, clearances, decisionsregistrations, declarations, approvals, and notices or filings from Governmental Bodies in the lapse of waiting periods with respect to the Transactions, in each case as listed in jurisdictions set forth on Section 7.1(c)(i5.1(b) of the Company Disclosure Schedule, if any, shall have been made, terminated, expired made or obtained, as applicable, provided, that Section 7.1(c)(i) obtained (or deemed to have been made or obtained by virtue of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in expiration or termination of any applicable waiting periods). (c) No temporary restraining order, preliminary or permanent injunction or other order preventing the list set forth on Section 7.1(c)(ii) consummation of the Company Disclosure Schedule as mutually agreed in good faith Merger shall have been issued by Parent and the Company within fifteen (15) days following any court of competent jurisdiction after the date hereof and remain in effect, nor shall any Legal Requirement have been entered, enforced, enacted, or issued after the date hereof by any Governmental Body, in each case, which prohibits, or makes illegal, the consummation of this Agreement the Merger (all any such actions order, injunction or non-actionsLegal Requirement, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the a “Requisite Regulatory ApprovalsLegal Restraint”). 7.2 Section 5.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect consummate the Merger are will be subject to the satisfaction (or waiver by Parent, on its own behalf and on behalf of Merger Sub, (where permissible pursuant to the extent permitted by applicable Legal Requirements) as of at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) (i) the The representations and warranties of the Company set forth in this Agreement (other than those referred to in Section 3.3(a2.1(a), (c2.3, 2.4(a), 2.5(e) and 2.23) shall have been true and correct (ewithout giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) (Capitalization, Etc.) of the Agreement shall be accurate, except for any de minimis inaccuracies, on and as of the date of the this Agreement and at shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) on and as of the Closing Date as if made on and as of the Closing Date such time (except to the extent any such representation or warranty is expressly relates to made as of an earlier date or periodtime, in which case as of such earlier date or periodtime);, except where the failure of any such representation or warranty to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Section 2.1(a), 2.3, 2.4(a), 2.5(e) and 2.23 of this Agreement that (x) are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time) and (y) are qualified by materiality or Material Adverse Effect shall be true and correct in all respects (without disregarding such materiality or Material Adverse Effect qualifications) as of the date of this Agreement and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), and (iii) the representations and warranties of the Company set forth in Section 2.5(a) through Section 2.5(d) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time). (b) The Company shall have complied with or performed in all material respects all of the Company’s covenants and agreements it is required to comply with or perform at or prior to the Closing. (c) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub will have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer or chief financial officer thereof, certifying that the conditions set forth in Section 5.2(a), Section 5.2(b) and Section 5.2(d) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect that is continuing as of the Effective Time.

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition Section 6.1 Conditions to the Obligations of Each Party’s Obligations to Effect the Merger. The respective obligations of each Party Parent, Merger Sub and the Company to effect consummate the Merger are subject to the satisfaction (or waiver by the Companywaiver, Parent and Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements) as of prior to the Closing Effective Time of each of the following conditions: (a) The Company will have received the Company Required Vote at the Company Stockholder Approval shall have been obtained;Meeting (or any adjournment or postponement thereof). (b) there shall be no temporary restraining order, preliminary or permanent injunction, final judgment or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining the consummation of the Merger, nor shall any Legal Requirement have been promulgated, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits or makes illegal the consummation of the Merger; and (c) (i) the Any waiting period (or and any extension thereof) applicable to consummation of the Merger Transactions under the HSR Act shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, earlier terminated and (ii) all other actions no agreement with the FTC or non-actionsDOJ not to consummate the Merger, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactions, in each case as listed in Section 7.1(c)(i) of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include if such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as agreement is mutually agreed to in good faith writing by Parent and the Company within fifteen (15which shall not be unreasonably withheld, conditioned or delayed), shall be in effect. (c) days following No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction shall be in effect, nor shall any Legal Requirement have been entered, enforced, enacted, or deemed applicable to the Merger after the date hereof by any Governmental Body, in each case which prohibits or makes illegal the consummation of the Merger (any such Order or Legal Requirement, a “Legal Restraint”). For the avoidance of doubt, the receipt of a Specified Letter by a Party shall not be a basis for concluding that any closing condition is not satisfied for purposes of Section 6.1(b) or this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”Section 6.1(c). 7.2 Section 6.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect consummate the Merger are will be subject to the satisfaction (or waiver by Parentwaiver, on its own behalf and on behalf of Merger Sub, if permissible pursuant to the extent permitted by applicable Legal Requirements) as of prior to the Closing Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) (i) the representations and warranties of the Company set forth in Section 3.3(a), this Agreement (c), except for the representations and warranties described in clauses (ii) and (e) (Capitalization, Etc.iii) of the Agreement this Section 6.2(a)) shall be accuratetrue and correct in all respects (without giving effect to any limitation as to “materiality”, except for any de minimis inaccuracies“Material Adverse Effect”, or similar qualification or limitation set forth therein) on and as of the date of the Agreement hereof and at on and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty is expressly relates to made as of an earlier date or periodtime, in which case as of such earlier date or periodtime);, except where the failure of any such representation or warranty to be true and correct, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Section 2.1(a)-(d), Section 2.2, the first sentence of Section 2.3(f), Section 2.5(c), Section 2.26, Section 2.27 and the first sentence of Section 2.28 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality”, “Material Adverse Effect”, or similar qualification or limitation set forth therein) in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), and (iii) the representations and warranties of the Company set forth in Section 2.3(a) (other than the fourth sentence thereof), Section 2.3(c) and Section 2.3(e) shall be true and correct (without giving effect to any limitation as to “materiality”, “Material Adverse Effect”, or similar qualification or limitation set forth therein) in all respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date except for any inaccuracies which are de minimis in amount and nature. (b) The Company shall have performed and complied in all material respects with the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement. (c) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect that is continuing. (d) Parent and Merger Sub shall have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied. (e) The Company shall have submitted all notifications and obtained all approvals contemplated under Schedule 6.2(e).

CONDITIONS PRECEDENT TO THE MERGER. 7.1 Condition Conditions to the Obligations of Each Party’s Obligation To Effect the Merger. The respective obligations of each Party the parties to effect the Merger are subject to the satisfaction (satisfaction, at or waiver by the Company, Parent and Merger Sub, prior to the extent permitted by applicable Legal Requirements) as of the Closing Closing, of each of the following conditions: (a) If the adoption of this Agreement by the stockholders of the Company Stockholder Approval is required by applicable Legal Requirements, this Agreement shall have been obtained;duly adopted by the Required Company Stockholder Vote. (b) there (i) the waiting period applicable to the Merger under the HSR Act shall have expired or been terminated and (ii) all approvals, filings, or waiting periods under the Antitrust Laws set forth in Part 7.1(b) of the Company Disclosure Schedule required to consummate the Merger shall have been obtained or filed or shall have expired or been terminated, in each case as set forth in Part 7.1(b) of the Company Disclosure Schedule. (c) Unless the Offer Termination shall have occurred, Merger Sub shall have accepted for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer; provided, however, that neither Parent nor Merger Sub shall be no entitled to assert the failure of this condition if, in breach of this Agreement or the terms of the Offer, Merger Sub fails to purchase any Shares validly tendered (and not validly withdrawn) pursuant to the Offer. (d) There shall not have been issued by any court of competent jurisdiction or remain in effect any temporary restraining order, preliminary or permanent injunction, final judgment injunction or other order issued, and remaining in effect, by any Governmental Body of competent jurisdiction in any jurisdiction set forth in Section 7.1(b) of the Company Disclosure Schedule (a “Specified Governmental Body”) prohibiting or enjoining preventing the consummation of the Merger, nor shall any action have been taken, or any Legal Requirement have been or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Specified Governmental Body which remains in effect and prohibits directly or indirectly prohibits, or makes illegal illegal, the acceptance for payment of or payment for Shares or the consummation of the Merger; and (cprovided, however, that a party shall not be permitted to invoke this Section 7.1(d) (i) the waiting period (or any extension thereof) applicable to consummation of the Merger under the HSR Act unless it shall have expired or been terminated, as well as any agreement not to close embodied in a “timing agreement” between the parties and a Governmental Body, and (ii) taken all other actions or non-actions, Consents, waivers, clearances, decisions, declarations, approvals, and the lapse of waiting periods with respect to the Transactions, in each case as listed in Section 7.1(c)(i) of the Company Disclosure Schedule, shall have been made, terminated, expired or obtained, as applicable, provided, that Section 7.1(c)(i) of the Company Disclosure Schedule shall be deemed updated to include such additional jurisdictions in the list set forth on Section 7.1(c)(ii) of the Company Disclosure Schedule as mutually agreed in good faith by Parent and the Company within fifteen (15) days following the date of required under this Agreement (all such actions or non-actions, waivers, Consents, clearances, decisions, declarations, approvals, and the lapse of waiting periods, including under the HSR Act, of such jurisdictions being the “Requisite Regulatory Approvals”). 7.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by Parent, on its own behalf and on behalf of Merger Sub, to the extent permitted by applicable Legal Requirements) as of the Closing of each of the following conditions: (a) (i) the representations and warranties of the Company set forth in Section 3.3(a), (c), and (e) (Capitalization, Etc.) of the Agreement shall be accurate, except for any de minimis inaccuracies, as of the date of the Agreement and at and as of the Closing Date as if made on and as of the Closing Date (except to the extent have any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period);order lifted.