Common use of Conditions to Each Party’s Obligation to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all parties) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Stockholder Approval shall have approvedbeen obtained, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement all in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;accordance with applicable Law. (b) The Parent Stockholder Approval shall have been obtained, all in accordance with applicable Law and the rules and regulations of the Nasdaq Global Select Market. (c) No provision of statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any applicable law, rule court or regulation and no judgment, order other tribunal or decree shall make the Merger illegal or prohibit Governmental Entity which prohibits the consummation of the Merger and or the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member issuance of the Committee)Stock Consideration, manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andand shall continue to be in effect. (d) The parties Form S-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect. (e) The shares of Parent Common Stock issuable in the Merger and the shares of Parent Common Stock to be reserved for issuance upon the exercise, vesting, or payment under any Parent Exchange Option shall have been approved for listing on the Nasdaq Global Select Market or, if the Parent Common Stock is then listed for trading on the New York Stock Exchange, then on the New York Stock Exchange, in each case, subject only to official notice of issuance. (i) The applicable waiting periods and any approvals applicable to the Merger under the HSR Act, the ECMR and other approvals set forth in Section 6.1(f) of the Parent Disclosure Schedule shall have made all filings and registrations withexpired or been earlier terminated or shall have been obtained, as applicable, and notifications to(ii) any other Company Approvals and Parent Approvals, all third partiesincluding any applicable approvals under any non-United States antitrust, including, without limitation, lenders and all appropriate regulatory authoritiescompetition or investment Laws not referenced in clause (i) above, required to be obtained for consummation the consummation, as of the Effective Time, of the transactions contemplated by this Agreement (Agreement, other than the filing any such Company Approvals and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, Parent Approvals the failure of which to make or obtain be obtained would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the business Company or financial condition Parent shall have been obtained (collectively, the “Required Approvals”). (g) Each of PDCthe Company and Parent shall have received a Tax Opinion of its respective Tax Counsel, LLC dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and each of Parent and the Company will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Each Tax Counsel shall be entitled to rely upon representation letters from each of the Company, Parent, Merger Sub and others, in each case, in form and substance reasonably satisfactory to such Tax Counsel. Each such representation letter shall be dated as of the date of such Tax Opinion. The opinion conditions referred to in this Section 6.1(g) shall not be waivable after receipt of the Company Stockholder Approval and the Parent Stockholder Approval, unless further approval of the stockholders of the Company or Parent, as the Partnership or case may be, is obtained with appropriate disclosure. (h) The Celera Separation shall have been consummated, substantially on the ability of PDC, LLC or terms set forth in the Partnership to consummate the transactions contemplated by this Separation Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party Party to effect consummate the Merger shall be Transactions is subject to the satisfaction on or prior (or, to the Closing Date extent permitted by applicable Law, waiver by all of each the Parties) of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership this Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby Transactions have been duly and (ii) this Agreement, validly approved and adopted by the Merger and the transactions contemplated therebyCompany Required Vote; (b) No provision of no Governmental Entity has issued, enacted, enforced, entered, or promulgated (or deemed applicable to the Transactions) any applicable lawLaw that remains in effect at the time this condition is invoked, rule or regulation and no judgmentGovernmental Entity of competent jurisdiction has taken any action that remains in effect at the time this condition is invoked, order in each case that temporarily, preliminarily, or decree shall make the Merger illegal permanently restrains, precludes, enjoins, prevents, or prohibit otherwise prohibits the consummation of the Merger and Transactions, imposes any material restrictions on the transactions related theretoParties with respect to consummation of the Transactions, or makes the Transactions illegal (the occurrence of any of the foregoing, a “Transaction Restricting Event”); except that, prior to invoking this condition, the invoking Party must have first complied with such Party’s obligations under Section 6.4, including using such Party’s Reasonable Best Efforts to have any such Law or action vacated, lifted, or otherwise rendered ineffective; (c) No suitthe SEC has declared the F-4 effective under the Securities Act, action the F-4 is effective immediately prior to the filing of the Certificate of Merger, no stop order suspending such effectiveness has been issued or is in effect, and no proceeding shall for such purpose is pending before or Threatened by the SEC, and any and all necessary approvals under state securities Laws relating to the issuance or trading of the Parent Common Shares to be issued in connection with the consummation of the Transactions have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related theretoreceived; and (d) The parties to (i) the Merger shall Parent Common Share Issue Resolution and the Parent Delisting Resolution have made all filings been passed by a duly constituted meeting of the Parent Common Share Holders in accordance with the ASX Listing Rules and registrations withthe Corporations Act, and notifications to, all third parties, including, without limitation, lenders this Agreement and all appropriate regulatory authorities, required for consummation the Transactions have been approved by the affirmative vote of the transactions contemplated by this Agreement (other than requisite holders of the filing and recordation outstanding shares of appropriate merger documents required by Parent Common Shares at the LLC Act or LLP Act, as applicable)Parent Shareholder Meeting, and all approvals and authorizations and consents (ii) ASX has approved the removal of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation Parent from the official list of the transactions contemplated by this Agreement shall have been received and shall be ASX in full force and effect, except for accordance with ASX Listing Rule 17.11 (either unconditionally or on such filings, registrations, notifications, approvals, authorizations and consents, the failure of terms which are acceptable to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementParent in its discretion).

Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation of each party to effect the Merger shall be subject to the satisfaction on or waiver, where permissible, prior to the Closing Date of each Effective Time, of the following conditions: (a) The holders Merger Sub shall have accepted for payment and paid for all shares of at least a majority Common Stock validly tendered in the Offer and not withdrawn; provided, however, -------- ------- that neither Purchaser nor Merger Sub may invoke this condition if Merger Sub shall have failed in violation of the issued terms of this Agreement or the Offer to purchase shares so tendered and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;not withdrawn. (b) No provision This Agreement shall have been adopted by the affirmative vote of any the holders of the requisite number of shares of capital stock of the Company if such vote is required pursuant to Company's certificate of incorporation, the DGCL or other applicable law; provided, rule however, that neither Purchaser nor -------- ------- Merger Sub may invoke this condition if either of them or regulation any of their respective affiliates shall have failed to vote the shares of Common Stock held by it in favor of this Agreement and no judgmentthe Company may not invoke this condition if the Company shall have failed to fulfill its obligations under Section 8.2. ----------- (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or decree shall make the Merger illegal other legal restraint or prohibit prohibition preventing, restraining or restricting the consummation of the Merger and shall be in effect; provided, however, that the transactions related thereto; (c) No suitparty invoking -------- ------- this condition shall use its best efforts to have any such order, action injunction or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andrestraint vacated. (d) The parties All necessary waiting periods under the HSR Act that are applicable to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act expired or LLP Act, as applicable)been earlier terminated, and all other necessary approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of from any other Governmental Entity that are applicable to the transactions contemplated by this Agreement Merger shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementobtained.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company and Merger Sub to effect the Merger shall be on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders if required by the DGCL, this Agreement and the Merger shall have been approved by the Company Stockholders in accordance with the DGCL, the Company Certificate of at least a majority Incorporation, the Company Bylaws and any other applicable Laws or Orders (including the proper filing and dissemination of the issued and outstanding Units held by Investors shall have approvedProxy Statement or any information statement, at a special meeting of the Partnership held for that purpose (the “Special Meeting”if required), ; (i) an amendment no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order (which Order or other action the parties hereto shall use their commercially reasonable efforts to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreementvacate or lift) which prohibits, the Merger and the transactions contemplated thereby and (ii) this Agreementenjoins, the Merger and the transactions contemplated thereby; (b) No provision of any restrains or precludes under applicable law, rule Law or regulation and no judgment, order or decree shall make the Merger illegal or prohibit Order either the consummation of the Merger or the ownership or operations of the Company by Parent or Merger Sub and (ii) there shall be no pending or threatened suit, action, investigation or proceeding by any Governmental Entity or any third party seeking to prohibit, enjoin, restrain or preclude either the transactions related thereto;consummation of the Merger or the ownership or operations of the Company by Parent or Merger Sub; and (c) No suitMerger Sub shall have accepted for payment and paid for, action or proceeding pursuant to the terms and conditions of the Offer, all Company Common Shares duly tendered pursuant to the Offer and not withdrawn, and the Minimum Condition shall have been filed or otherwise satisfied; provided, however, that Merger Sub shall not be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of entitled to rely on this Agreement, the Merger or the transactions related thereto; and (d) The parties condition if it shall have failed to accept for payment and pay for Company Common Shares pursuant to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation Offer in breach of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by its obligations under this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby The Company Stockholder Approval and (ii) this Agreement, the Merger and the transactions contemplated therebyParent Shareholder Approval shall have been obtained; (b) No provision injunction by any court or other tribunal of any applicable law, rule or regulation competent jurisdiction shall have been entered and shall continue to be in effect and no judgmentLaw shall have been adopted or be effective, order or decree shall make the Merger illegal or prohibit in each case that prohibits the consummation of the Merger and or any of the transactions related theretocontemplated hereby, including under the OpCo Spin-Off Agreements; (c) No suit, action or proceeding The Form S-4 shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Committee), manager, member Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or affiliate of PDC or LLC challenging threatened by the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andSEC; (d) The parties shares of Parent Common Stock to be issued in the Merger shall have made all filings and registrations withbeen approved for listing on NASDAQ, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation subject to official notice of the transactions contemplated by this Agreement issuance; (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement e) All Requisite Gaming Approvals shall have been received duly obtained and shall be in full force and effect; (f) The Spin-Off Registration Statement shall have become effective under the Securities Act and the Exchange Act, except as applicable, and shall not be the subject of any stop order or proceedings seeking a stop order and no proceedings for such filingsthat purpose shall have been initiated or overtly threatened by the SEC and not concluded or withdrawn; (g) The Distribution shall have been completed in accordance with the OpCo Spin-Off Agreements; and (h) No Action shall be pending before, registrations, notifications, approvals, authorizations and consentsor threatened in writing by, the failure U.S. Antitrust Division of which to make or obtain would not have a material adverse effect on the business or financial condition Department of PDC, LLC Justice or the Partnership Federal Trade Commission wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or the ability OpCo Spin-Off Agreements or any of PDCthe transactions contemplated hereby or thereby, LLC or the Partnership to consummate declare unlawful the transactions contemplated by this AgreementAgreement or the OpCo Spin-Off Agreements or cause such transactions to be rescinded or reasonably be expected to cause a Regulatory MAE.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership this Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereby shall have been approved and (ii) this Agreement, adopted by the Merger and requisite vote of the transactions contemplated therebyCompany Common Stockholders under applicable law; (b) No provision the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act (and any applicable law, rule other necessary foreign antitrust law or regulation imposing a mandatory waiting period) shall have expired or been terminated; (c) no laws shall have been adopted or promulgated, and no judgmenttemporary restraining order, preliminary or permanent injunction or other order issued by a court or decree other Governmental Entity of competent jurisdiction shall make be in effect, having the effect of making the Merger illegal or prohibit otherwise prohibiting consummation of the Merger; provided, however, that the provisions of this Section 7.1(c) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 6.5 shall have been the cause of, or shall have resulted in, such order or injunction; (d) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding contemplated hereby shall have been filed or otherwise obtained and be pending against PDCin effect on the Closing Date, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consentsthose, the failure of which to make or obtain be obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror; (e) the Form S-4 shall have a material adverse been declared effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (f) the shares of Acquiror Common Stock to be issued in the Merger shall have been approved for listing on the business or financial condition NYSE, subject to official notice of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the Merger shall have been approved and adopted by the affirmative vote or consent of the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyCompany Common Stock; (b) No provision The approval of any applicable law, rule or regulation Buyer's stockholders as described in Section 6.03 shall have been obtained; (c) The S-4 Registration Statement and the S-3 Registration Statement shall have been declared effective under the Securities Act and no judgmentstop order suspending the effectiveness of either Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC, order or decree shall make and the Buyer Common Stock to be issued in the Merger illegal shall have been approved for listing on Nasdaq, subject to notice of issuance; (d) All consents, authorizations, orders and approvals of (or prohibit filings or registrations with) any Governmental Entity or other regulatory body required in connection with the execution, delivery and performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business Company, shall have been obtained without the imposition of any condition having a material adverse effect on Company; (e) If applicable, early termination shall have been granted or financial condition applicable waiting periods shall have expired under the HSR Act; (f) No Governmental Entity or other regulatory body (including any court of PDCcompetent jurisdiction) shall have enacted, LLC issued, promulgated, enforced or entered any law, rule, regulation, executive order or decree, or any final and nonappealable ruling, permanent injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the Partnership effect of making illegal, materially restricting or in any way preventing or prohibiting the ability of PDC, LLC Merger or the Partnership to consummate the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that each of the parties shall have used reasonable efforts (subject to the other terms and conditions of this Agreement) to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered prior to it having become final and nonappealable.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party Party to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing Date of each as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the Party for whose benefit the condition exists, to the extent permitted by Law: (a) The holders Clearance from the appropriate agencies, pursuant to the HSR Act, and any Governmental Entity pursuant to any foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of at least a majority monopolization or restraint of trade (together with the HSR Act, the "ANTITRUST LAWS"), shall have been obtained by the Company and Parent or the waiting period thereby required shall have expired or been terminated. (b) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity or Accrediting Body required by or with respect to the Company, Parent or any of their respective subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the issued Merger and outstanding Units held by Investors other transactions contemplated hereby shall have approvedbeen obtained or made, at a special meeting of the Partnership held except for that purpose (the “Special Meeting”), (i) an amendment approval from the DOE and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected to have, individually or in the Limited Partnership Agreement in aggregate, a form that is reasonably acceptable Material Adverse Effect on the Company or Parent or materially impair the Company's, Parent's or Merger Sub's ability to consummate the Committee that expressly permits the Investors to approve this Merger. (c) This Agreement, the Merger and the transactions contemplated thereby by this Agreement shall, if necessary, have received the requisite approval and (ii) this Agreement, authorization of the Merger Stockholders in accordance with applicable Law and the transactions contemplated thereby;Articles of Incorporation and Bylaws of the Company. (bd) No provision of Law shall have been enacted or promulgated by any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit Governmental Entity which prohibits the consummation of the Merger Merger; and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the transactions related thereto;Merger. (ce) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement/Prospectus, shall have been initiated or threatened in writing by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the parties hereto. (f) No suitaction, action suit or proceeding shall have been filed or otherwise be pending against PDCbefore any Governmental Entity wherein an unfavorable judgment, LLC order, decree, stipulation or injunction would (1) prevent consummation of any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of transactions contemplated by this Agreement, the Merger or the transactions related thereto; and (d2) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (other than 3) affect adversely the filing right of Parent to own, operate or control any material portion of the assets and recordation operations of appropriate merger documents required by the LLC Act or LLP Act, as applicable)Surviving Corporation and its Subsidiaries following the Merger, and all approvals and authorizations and consents of all third partiesno such judgment, includingorder, without limitationdecree, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and stipulation or injunction shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents. (g) Within 14 days of the date of this Agreement, the failure Company's Credit Agreement dated March 25, 1999, as amended, with First Union Bank and all documents ancillary thereto have been extended, in the event that the Closing Date is after November 30, 2000, until the earlier of: (1) the Closing Date and (2) the termination of this Agreement in accordance with its terms, in a form reasonably acceptable to Parent, and no default or event of default shall have occurred under such Credit Agreement which to make has not been cured or obtain would not have a material adverse effect on waived before the business or financial condition Closing Date. (h) Within 14 days of PDC, LLC or the Partnership or the ability signing of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement, the due date under the Company's Promissory Note dated May 30, 2000 and all documents ancillary thereto with Sylvan Learning Systems, Inc. have been extended, in the event that the Closing Date is after November 30, 2000, until the earlier of: (1) the Closing Date and (2) the termination of this Agreement in accordance with its terms, in a form reasonably acceptable to Parent, and no default or event of default shall have occurred under such documents which has not been cured or waived before the Closing Date.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all parties, to the extent permitted by applicable Law) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority Each of the issued Company Stockholder Approval and outstanding Units held by Investors Parent Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision Order or any other Law shall have been adopted, issued, enacted, promulgated, enforced or entered by any Governmental Entity that remains in effect and which has the effect of any applicable lawrestraining, rule enjoining or regulation and no judgment, order or decree shall make the Merger illegal or prohibit otherwise prohibiting the consummation of the Merger and the other transactions related thereto;contemplated hereby. (ci) No suitThe FERC Approval and orders of the NYPSC and the PUCT approving the consummation of the Merger or determining that no such approval is required shall have been obtained, action the approval of the NYPSC of the necessary levels of indebtedness pursuant to PSL §69 shall have been obtained, the expiration or proceeding termination of the waiting period required under the HSR Act shall have occurred, notices with the CPUC shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of and the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger associated notice period shall have made all filings and registrations withlapsed, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, a threshold determination from the NRC for the approval of license transfer or a determination that no such approval is required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received obtained (all such permits, approvals, filings and consents and the lapse of such waiting period being referred to as the “Requisite Regulatory Approvals”), (ii) all such Requisite Regulatory Approvals shall be in full force and effecteffect and (iii) none of such Requisite Regulatory Approvals (or any Order issued, except made, entered, rendered, imposed or otherwise put into effect in connection therewith) constitutes or would reasonably be expected to constitute, cause or result in a Parent Material Adverse Effect or Company Material Adverse Effect. (d) The shares of Parent Common Stock to be issued in the Merger and such other shares of Parent Common Stock to be reserved for such filings, registrations, notifications, approvals, authorizations and consents, issuance in connection with the failure of which to make or obtain would not Merger shall have a material adverse effect been approved for listing on the business NYSE, subject to official notice of issuance. (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or financial condition of PDC, LLC or threatened by the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementSEC.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on (or waiver, if permissible under applicable Law) at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebybeen obtained; (b) No provision of Laws shall have been enacted, entered, promulgated or enforced by any applicable lawGovernmental Entity which shall be in effect enjoining, rule prohibiting or regulation and no judgment, order or decree shall make the Merger illegal or prohibit preventing the consummation of the Merger and the transactions related theretoMerger; (c) No suit, action or proceeding Any applicable waiting period under the HSR Act shall have expired or been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andearlier terminated; (d) The parties All required consents of the FCC to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been obtained; and (e) Any other than Regulatory Approvals required to be obtained for the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received obtained other than Regulatory Approvals which the failure to obtain would not reasonably be likely to have, individually, or in the aggregate, a Material Adverse Effect. For purposes of this Agreement, the term “Regulatory Approvals” shall mean all notices, reports and shall other filings required to be in full force made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and effect, except for such filingsall consents, registrations, notifications, approvals, permits, clearances and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and consentsdelivery of this Agreement and the consummation of the Merger. The items set forth in Section 6.1(c), Section 6.1(d) and Section 6.1(e) shall be referred to herein as the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement“Required Regulatory Approvals.”

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company shall have approvedobtained the Company Stockholder Approval, at a special meeting of and Parent shall have obtained the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Parent Stockholder Approval. (b) No provision The shares of Parent Common Stock issuable to the Company’s stockholders pursuant to this Agreement and under the Company Stock Plans shall have been approved for listing on the NYSE, subject to official notice of issuance. (c) Any applicable waiting period (and any extension thereof) applicable to the Merger or the Subsequent Merger under the HSR Act shall have expired or been earlier terminated and all authorizations, consents or approvals required under any other Regulatory Law set forth on Section 7.01(c) of the Company Disclosure Letter shall have been obtained or any applicable lawwaiting period thereunder shall have expired or been terminated. All other authorizations, rule consents, orders, declarations or regulation and no judgmentapprovals of or filings with, order or decree shall terminations or expirations of waiting periods imposed by, any Governmental Entity, including under applicable Regulatory Laws, which the failure to obtain, make or occur would have the effect of making the Merger, the Subsequent Merger or any of the other Transactions illegal or prohibit would, individually or in the aggregate, have a Company Material Adverse Effect or a Parent Material Adverse Effect, shall have been obtained, shall have been made or shall have occurred. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Subsequent Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effecteffect (provided, except for such filings, registrations, notifications, approvals, authorizations and consentsthat prior to asserting this condition, the failure party asserting this condition shall have used its reasonable best efforts to prevent the entry of which any such order or injunction and to make appeal as promptly as practicable any order or obtain would injunction that may be entered). (e) The Form S-4 shall have become effective under the Securities Act and shall not have be the subject of any stop order or Proceedings seeking a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementstop order.

Conditions to Each Party’s Obligation to Effect the Merger. The Unless waived by the parties, the respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership this Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereby, as appropriate, shall have been approved and (ii) this Agreement, adopted by the Merger requisite vote of the stockholders of CHI under applicable law and the transactions contemplated therebyapplicable listing requirements; (b) No provision the Registration Statement shall have been declared effective by the SEC in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued by the SEC and remain in effect and no proceedings for that purpose shall, on or prior to the Effective Time, have been instituted or, to the knowledge of EChapman or CHI, threatened by the SEC. (c) no preliminary or permanent injunction or other order or decree by any applicable lawfederal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree lifted); (d) no action shall have been taken, and no statute, rule or regulation and no judgmentshall have been enacted, order by any state or decree shall federal government or governmental agency which would prevent the consummation of the Merger or make the consummation of the Merger illegal or prohibit illegal; (e) all material governmental waivers, consents, orders and approvals, legally required for the consummation of the Merger and the transactions related theretocontemplated hereby shall have been obtained and be in effect at the Effective Time; (cf) No suit, action or proceeding EChapman shall have been filed or otherwise be pending against PDCcompleted a public offering (pursuant to an effective registration statement under the Securities Act of 1933, LLC as then in effect, or any officer, director comparable statement under any similar federal statute then in force) of EChapman Shares in which (including any member i) EChapman receives gross proceeds of the Committeeno less than Twenty Million dollars ($20,000,000), manager, member or affiliate and (ii) the price paid by the public for such shares reflects a preoffering valuation of PDC or LLC challenging EChapman of no less than Eighty Million Dollars ($80,000,000.00) (the legality or any aspect of this Agreement, the Merger or the transactions related thereto"EChapman Public Offering"); and (dg) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this CCMHI Merger Agreement shall have been closed; and (h) CHI shall have received from ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated an updated opinion reasonably acceptable to CHI, dated as of the date on or about which the Proxy Statement/Prospectus is first distributed to the stockholders of CHI, to the effect that the consideration to be received by the stockholders of CHI in the Merger is fair, from a financial point of view, to the holders of CHI Common Stock, and such opinion shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on been withdrawn as of the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementClosing Date.

Conditions to Each Party’s Obligation to Effect the Merger. The Unless waived by the parties, the respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership this Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereby, as appropriate, shall have been approved and (ii) this Agreement, adopted by the Merger requisite vote of the stockholders of CCMH under applicable law and the transactions contemplated therebyapplicable listing requirements; (b) No provision the Registration Statement shall have been declared effective by the SEC in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued by the SEC and remain in effect and no proceedings for that purpose shall, on or prior to the Effective Time, have been instituted or, to the knowledge of EChapman or CCMH, threatened by the SEC. (c) no preliminary or permanent injunction or other order or decree by any applicable lawfederal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree lifted); (d) no action shall have been taken, and no statute, rule or regulation and no judgmentshall have been enacted, order by any state or decree shall federal government or governmental agency which would prevent the consummation of the Merger or make the consummation of the Merger illegal or prohibit illegal; (e) all material governmental waivers, consents, orders and approvals, legally required for the consummation of the Merger and the transactions related theretocontemplated hereby shall have been obtained and be in effect at the Effective Time; (cf) No suit, action or proceeding EChapman shall have been filed or otherwise be pending against PDCcompleted a public offering (pursuant to an effective registration statement under the Securities Act of 1933, LLC as then in effect, or any officer, director comparable statement under any similar federal statute then in force) of EChapman Shares in which (including any member i) EChapman receives gross proceeds of the Committeeno less than Twenty Million dollars ($20,000,000), manager, member or affiliate and (ii) the price paid by the public for such shares reflects a preoffering valuation of PDC or LLC challenging EChapman of no less than Eighty Million Dollars ($80,000,000.00) (the legality or any aspect of this Agreement, the Merger or the transactions related thereto"EChapman Public Offering"); and (dg) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this CHI Merger Agreement shall have been closed; and (h) CCMH shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Gull an updated opinion reasonably acceptable to CCMH, dated as of the date on or about which the Proxy Statement/Prospectus is first distributed to the stockholders of CCMH, to the effect that the consideration to be received by the stockholders of CCMH in the Merger is fair, from a financial point of view, to the holders of CCMH Common Stock, and such opinion shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on been withdrawn as of the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.Closing Date; and

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership This Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, and the Merger shall have been adopted and approved by the transactions contemplated thereby Company Required Vote and (ii) this Agreement, the Merger Parent Proposal shall have been approved and adopted by the transactions contemplated therebyRequired Parent Vote; (b) No provision of any applicable lawstatute, rule rule, order, decree or regulation shall have been enacted or promulgated, and no judgmentaction shall have been taken, order by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or decree shall make the Merger illegal permanently restrains, precludes, enjoins or prohibit otherwise prohibits the consummation of the Merger and or makes the transactions related theretoMerger illegal; (c) No suitOther than filing the Certificate of Merger in accordance with the DGCL, action or proceeding all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been filed obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or otherwise in the aggregate has not had, and would not be pending against PDCreasonably likely to have or result in, LLC or a Material Adverse Effect on any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of party to this Agreement, the Merger or the transactions related thereto; and; (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement S-4 shall have been received declared effective, and no stop order suspending the effectiveness of the S-4 shall be in full force effect and effect, except no proceedings for such filings, registrations, notifications, approvals, authorizations purpose shall be pending before or threatened by the SEC; and (e) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and consents, to the failure holders of which to make or obtain would not the Assumed Options and the Company Warrants shall have a material adverse effect been authorized for listing on the business or financial condition NYSE, subject to official notice of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect consummate the Merger shall be Transactions is subject to the satisfaction on (or waiver by such Party, if permissible under applicable Law) at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority no Governmental Entity having competent jurisdiction shall have enacted, issued or entered any Order which remains in effect that enjoins or otherwise prohibits the consummation of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyTransactions; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree the GX Shareholder Approval shall make have been obtained in accordance with the Merger illegal or prohibit the consummation provisions of the Merger GX Charter, the GX Bylaws, the DGCL, applicable securities Laws and the transactions related theretoapplicable NASDAQ rules; (c) No suit, action or proceeding the Company Shareholder Approval shall have been filed or otherwise obtained in accordance with the provisions of the Company Articles, the BCBCA, applicable securities Laws and applicable TSX rules; (d) the Form S-4 containing the Joint Proxy Statement shall have become effective and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for that purpose shall be pending against PDCbefore or threatened by the SEC and not withdrawn; (e) the (i) Company Post-Closing Common Shares issuable pursuant to the Exchange, LLC or any officer, director (including any member ii) the Company Common Shares issuable upon the exchange of the CommitteeSecond Merger Class B Shares pursuant to the Exchange Agreement, and (iii) the Company Common Shares issuable upon the exercise of Former GX Company Warrants shall have been approved for listing on NASDAQ as Nasdaq Capital Market securities within the meaning of NASDAQ Rule 5005(a)(27), managerand the TSX, member or affiliate subject to satisfaction of PDC or LLC challenging customary listing conditions of the legality or any aspect TSX; (f) the Former GX Company Warrants shall have been approved for listing on NASDAQ as Nasdaq Capital Market securities within the meaning of this Agreement, the Merger or the transactions related theretoNASDAQ Rule 5005(a)(27); and (dg) The parties after giving effect to the exercise of Redemption Rights, the Company and its Subsidiaries (including the Second Merger shall Surviving Company), on a consolidated basis, will have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for net tangible assets of at least $5,000,001 immediately upon the consummation of the transactions contemplated by this Agreement (other than the filing Transactions and recordation after payment of appropriate merger documents required by the LLC Act underwriters’ fees or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementcommissions.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the Merger shall have been approved and adopted by the affirmative vote of the holders of at least a majority of the issued outstanding shares of Oak Common Stock, and outstanding Units held by Investors the issuance of the shares of ▇▇▇▇▇ Common Stock pursuant to the Merger shall have approved, at a special meeting been approved by the affirmative vote of the Partnership held for that purpose (holders of a majority of the “Special Meeting”), (i) an amendment outstanding shares of ▇▇▇▇▇ Common Stock entitled to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;vote thereon. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act shall have expired or been terminated. (c) No suitOther than the filing provided for by Section 1.1, action all authorizations, consents, orders or proceeding approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the absence or nonoccurrence of which would be reasonably likely to have a Material Adverse Effect on ▇▇▇▇▇ or Oak shall have been filed filed, occurred or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andbeen obtained. (d) The parties to Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (e) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or limiting or restricting Zoran’s conduct or operation of the business of ▇▇▇▇▇ or Oak after the Merger shall have made all filings and registrations withbeen issued, and notifications tonor shall any proceeding brought by a domestic administrative agency or commission or other domestic Governmental Entity, all third partiesseeking any of the foregoing be pending; nor shall there be any action taken, includingor any statute, without limitationrule, lenders and all appropriate regulatory authoritiesregulation or order enacted, required for entered, enforced or deemed applicable to the Merger which makes the consummation of the transactions contemplated by this Agreement Merger illegal. (other than f) The shares of ▇▇▇▇▇ Common Stock to be issued in the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger shall have been received and shall be in full force and effect, except approved for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect quotation on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementNasdaq National Market.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment or waiver by each of the parties to this Agreement (subject to Applicable Laws) at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued Quest Stockholder Approval and outstanding Units held by Investors Pinnacle Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision of (i) If applicable, any waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger under the HSR Act shall have expired or been terminated, and (ii) there shall not have been a final or preliminary administrative order denying approval of or prohibiting the transactions related thereto;Merger issued by a regulatory authority, which order is in the reasonable judgment of either Pinnacle or Quest reasonably likely to have a Material Adverse Effect on Quest after the Merger. (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member None of the Committee)parties hereto shall be subject to any decree, manager, member order or affiliate injunction of PDC or LLC challenging a U.S. court of competent jurisdiction that prohibits the legality or any aspect consummation of this Agreement, the Merger or the transactions related thereto; andMerger. (d) The parties Form S-4 shall have become effective and no stop order with respect thereto shall be in effect. (e) The shares of Quest Common Stock to be issued pursuant to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received authorized for listing on the NASDAQ Stock Market, subject to official notice of issuance. (f) Pinnacle or Quest shall have obtained all of the consents listed under its name on Exhibit 8.1(f), except where the failure to obtain any consent, individually or in the aggregate, shall not have had and shall not be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which reasonably likely to make or obtain would not have a material adverse effect Material Adverse Effect on Quest after the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementMerger.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, Court Approval approving the Merger and the transactions contemplated thereby Proposal shall have been obtained, and (ii) this Agreementif Section 5.2(f) applies, the Merger Registration Statement shall have been declared effective by the SEC and no stop order suspending the transactions contemplated thereby;effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose and no similar proceeding in respect of the Registration Statement shall have been initiated or threatened by the SEC. (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation The shares of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties Parent Common Stock issuable to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, Company's securityholders as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and approved for listing on Nasdaq, subject to official notice of issuance. (c) No injunction, judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other similar legal restraint or prohibition (collectively, "Restraints") shall be in full force and effect, except for such filingsand there shall not be pending any suit, registrationsaction or proceeding by any Governmental Entity, notificationsin each case, approvals(i) preventing the consummation of the Merger, authorizations and consents, or (ii) prohibiting or limiting the failure ownership or operation by the Parent of which to make or obtain would not have a any material adverse effect on portion of the business or financial condition assets of PDCthe Surviving Company and its Subsidiaries taken as a whole in a jurisdiction where either party has substantial operations or from which it derives substantial revenues, LLC or compelling the Surviving Company or the Partnership Parent and their respective Subsidiaries to dispose of or hold separate any material portion of the ability business or assets of PDCthe Surviving Company and its Subsidiaries, LLC taken as a whole, in a jurisdiction where either party has substantial operations or from which it derives substantial revenues, in each case as a result of the Partnership Merger or any of the other Transactions. The waiting period (and any extension thereof) applicable to consummate the transactions contemplated Merger under the HSR Act shall have been terminated or shall have expired. Any notification, waiting period, or approval requirements under the comparable Antitrust Laws of other applicable foreign jurisdictions in which either party has operations or from which either party derives revenue shall have been satisfied if legally required to be so satisfied by Closing. (d) The OCS Approval and the Investment Center Approval shall have been obtained. Notwithstanding the foregoing, the Israeli Income Tax Ruling shall not be required as a condition to the consummation of the Transactions pursuant to this AgreementSection 6.1(d).

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership This Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, and the Merger shall have been adopted and approved by the transactions contemplated thereby Company Required Vote and (ii) this Agreement, the Merger Parent Proposal shall have been approved and adopted by the transactions contemplated therebyRequired Parent Vote; (b) No provision of any applicable lawstatute, rule rule, order, decree or regulation shall have been enacted or promulgated, and no judgmentaction shall have been taken, order by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or decree shall make the Merger illegal permanently restrains, precludes, enjoins or prohibit otherwise prohibits the consummation of the Merger and or makes the transactions related theretoMerger illegal; (c) No suitOther than filing the Certificate of Merger and the Certificate of Upstream Merger in accordance with the DGCL, action or proceeding all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been filed obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or otherwise in the aggregate has not had, and would not be pending against PDCreasonably likely to have or result in, LLC or a Material Adverse Effect on any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of party to this Agreement, the Merger or the transactions related thereto; and; (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement S-4 shall have been received declared effective, and no stop order suspending the effectiveness of the S-4 shall be in full force effect and effect, except no proceedings for such filingspurpose shall be pending before or threatened by the SEC; and (e) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and to the holders of the Company Options, registrationsCompany Stock Awards, notificationsand Performance Stock Awards shall have been authorized for listing on Nasdaq, approvals, authorizations and consents, the failure subject to official notice of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment or waiver at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority This Agreement, including the Merger (and in the case of the issued and outstanding Units held by Investors Selling Stockholder, the Distribution) shall have approved, at a special meeting received the requisite approval of stockholders of Buyer in accordance with the applicable provisions of the Partnership held for that purpose (Bylaws of Buyer and the “Special Meeting”), (i) an amendment to DGCL and the requisite approval of the Limited Partners and BUC Holders of Selling Stockholder in accordance with the applicable provisions of the Limited Partnership Agreement in a form that is reasonably acceptable to and the Committee that expressly permits the Investors to approve Delaware Revised Uniform Limited Partnership Act. (b) All requisite approvals of this Agreement, the Merger Agreement and the transactions contemplated thereby and (ii) this Agreement, hereby shall have been received from the Merger and Regulatory Authorities without the transactions contemplated thereby; (b) No provision imposition of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation condition which differs from conditions customarily imposed by such Regulatory Authorities in orders approving acquisitions of the Merger type contemplated hereby and in the transactions related thereto;good faith opinion of Buyer, compliance with which would materially adversely affect the reasonably anticipated benefits to Buyer. (c) No suit, action or proceeding The Registration Statement shall have been filed or otherwise declared effective and shall not be pending against PDC, LLC subject to a stop order or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andthreatened stop order. (d) The parties Neither Seller nor Buyer shall be subject to the Merger shall have made all filings and registrations withany order, decree or injunction, and notifications tothere shall be no pending or threatened order decree or injunction, all third partiesof a court or agency of competent jurisdiction which enjoins or prohibits the consummation of any of the Transactions. (e) There shall be no legislative, including, without limitation, lenders and all appropriate statutory or regulatory authorities, required for action (whether federal or state) pending which prohibits or threatens to prohibit consummation of the transactions contemplated by this Agreement Transactions or which otherwise materially adversely affects the Transactions. (other than f) Each of Buyer and Seller shall have received, from counsel reasonably satisfactory to it, an opinion reasonably satisfactory in form and substance to it to the filing and recordation effect that the Merger will constitute a reorganization within the meaning of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation Section 368 of the transactions contemplated IRC and that no gain or loss will be recognized by this Agreement shall have been received and shall be Selling Stockholder to the extent it receives Buyer Common Stock solely in full force and effect, except exchange for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementSeller Common Stock.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership This Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, and the Merger shall have been adopted and approved by the transactions contemplated thereby Company Required Vote and (ii) this Agreement, the Merger Parent Proposal shall have been approved and adopted by the transactions contemplated therebyRequired Parent Vote; (b) No provision of any applicable lawstatute, rule rule, order, decree or regulation shall have been enacted or promulgated, and no judgmentaction shall have been taken, order by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or decree shall make the Merger illegal permanently restrains, precludes, enjoins or prohibit otherwise prohibits the consummation of the Merger and or makes the transactions related theretoMerger illegal; (c) No suitOther than filing the Certificate of Merger in accordance with the DGCL, action or proceeding all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been filed obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or otherwise in the aggregate has not had, and would not be pending against PDCreasonably likely to have or result in, LLC or a Material Adverse Effect on any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of party to this Agreement, the Merger or the transactions related thereto; and; (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement S-4 shall have been received declared effective, and no stop order suspending the effectiveness of the S-4 shall be in full force effect and effect, except no proceedings for such filingspurpose shall be pending before or threatened by the SEC; and (e) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and to the holders of the Company Options shall have been authorized for listing on Nasdaq, registrations, notifications, approvals, authorizations and consents, the failure subject to official notice of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the Merger shall have been approved and adopted by the affirmative vote or consent of the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyCompany Common Stock; (b) No provision All consents, authorizations, orders and approvals of (or filings or registrations with) any applicable lawGovernmental Authority or other regulatory body required in connection with the execution, rule or regulation delivery and no judgmentperformance of this Agreement, order or decree shall make the Merger illegal or prohibit failure to obtain which would prevent the consummation of the Merger and or have a Material Adverse Effect on the transactions related theretoCompany, shall have been obtained without the imposition of any condition having a Material Adverse Effect on the Company; (c) No suit, action or proceeding Early termination shall have been filed granted or otherwise be pending against PDCapplicable waiting periods shall have expired under the HSR Act, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andif applicable; (d) The parties No Governmental Authority or other regulatory body (including any court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of, and there shall be no action, suit or proceeding pending which could reasonably be expected to have the effect of, making illegal, materially restricting or in any way preventing or prohibiting the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement, or imposing damages or penalties in connection therewith which are material to any of the Company, Purchaser or any of their respective affiliates; (e) All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which any of the Company or its subsidiaries is a party, or by which any of them is bound, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would prevent the consummation of the Merger or have, individually or in the aggregate, a Material Adverse Effect on Company, shall have been obtained; and (f) The Company shall have received the written fairness opinion of Mann, ▇▇▇▇▇▇▇▇▇ ▇▇▇templated by Section 3.04(c) hereof.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Partnership Unitholder Approval shall have approved, at a special meeting of been obtained in accordance with applicable Law and the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyOrganizational Documents; (b) No provision of Law or agreement with any applicable lawGovernmental Entity shall be in effect, rule in each case that prohibits or regulation and no judgment, order or decree shall make the Merger illegal or prohibit prevents the consummation of the Merger and or the other transactions related theretocontemplated by this Agreement; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director All waiting periods (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, and extensions thereof) applicable to the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; (other than d) Parent shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (or, if ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP is unable or unwilling to render (or timely render) such an opinion, the filing and recordation written opinion of appropriate merger documents required by the LLC Act or LLP Act, another nationally recognized counsel as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation may be reasonably acceptable to Parent) dated as of the transactions contemplated by this Agreement Closing Date to the effect that (i) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (ii) at least 90% of the combined gross income of each of Parent and the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP or such other counsel shall be entitled to receive and rely upon the Parent Tax Certificate, the Partnership Tax Certificate and any other representations, warranties and covenants of officers of Parent and the Partnership and any of their respective affiliates as to such matters as such counsel may reasonably request; (e) The Partnership shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (or, if ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. is unable or unwilling to render (or timely render) such an opinion, the written opinion of another nationally recognized counsel as may be reasonably acceptable to Partnership) dated as of the Closing Date to the effect that at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. or such other counsel shall be entitled to receive and rely upon the Partnership Tax Certificate, the Parent Tax Certificate and any other representations, warranties and covenants of officers of the Partnership and any of its respective affiliates as to such matters as such counsel may reasonably request; and (f) The Form S-4 shall have been received declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in full force have been issued by the SEC and effect, except no proceedings for such filings, registrations, notifications, approvals, authorizations and consents, that purpose shall have been initiated or threatened by the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementSEC.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of capital stock of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Company. (b) No provision None of the parties hereto shall be subject to any applicable law, rule or regulation and no judgment, order or decree shall make injunction of a court of competent jurisdiction in the Merger illegal or prohibit United States which prohibits the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its best efforts to have any such injunction lifted. (other than c) The Registration Statement shall have become effective and shall be effective at the filing Effective Time, and recordation no stop order suspending effectiveness of appropriate merger documents required the Registration Statement shall have been issued, no action, suit, proceeding or investigation by the LLC Act or LLP Act, as applicable)Commission to suspend the effectiveness thereof shall have been initiated and be continuing, and all material approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation under state securities laws relating to the issuance or trading of the transactions contemplated by Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been received. (d) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations the filing of the Articles of Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business or financial condition of PDCParent (and its Subsidiaries) and the Company, LLC or taken as a whole, following the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be are subject to the satisfaction on or waiver, where permissible, prior to the Closing Date of each Effective Time, of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement been obtained as required by and in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger accordance with applicable law and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Certificate of Incorporation. (b) No provision of statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any applicable law, rule court or regulation and no judgment, order Governmental Entity that prohibits or decree shall make the Merger illegal or prohibit restricts the consummation of the Merger and the transactions related thereto;or makes such consummation illegal (each party agreeing to use commercially reasonable efforts to have any such prohibition lifted). (c) No suit, action or proceeding The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andterminated. (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Registration Statement on Form S-4 (other than the filing and recordation of appropriate merger documents required or an alternative form prescribed by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement SEC) shall have been received declared effective and shall not be in full force the subject of any stop order and effect, except no proceedings for such filingspurpose shall be pending before or threatened by the SEC, registrations, notifications, approvals, authorizations and unless the parties shall have mutually determined that registration under the Securities Act is not required with respect to the Merger. (e) All consents, approvals and licenses of any Governmental Entity required in connection with the execution, delivery and performance of this Agreement and for the Surviving Corporation to conduct the business of the Company in substantially the manner now conducted, shall have been obtained, unless the failure of which to make obtain such consents, authorizations, orders or obtain approvals would not have a material adverse Material Adverse Effect after giving effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement. (f) The conditions set forth in the Financing Letters shall have been satisfied or waived and the funding referred to therein shall be available to Newco on terms and conditions satisfactory to the Investor and the Company. (g) The Company and the Investor shall have executed and delivered a registration rights agreement in respect of the New Preferred Stock containing the relative rights, terms, limitations and preferences set forth in EXHIBIT ------- 1.4(A), in form and substance reasonably satisfactory to the Investor and the ------ Company.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of Optium Stockholder Approval and the issued and outstanding Units held by Investors Finisar Stockholder Approval shall have approvedbeen obtained by Optium and Finisar, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;respectively. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act shall have expired or been terminated. (c) No suit, action or proceeding The Registration Statement shall have been filed become effective under the Securities Act and shall not be the subject of any stop order or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andproceedings seeking a stop order. (d) The parties to No temporary restraining order, decree, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall have made all filings been issued and registrations withremaining in effect, and notifications tonor shall any proceeding brought by a domestic administrative agency or commission or other domestic Governmental Entity, all third partiesseeking any of the foregoing be pending; nor shall there be any action taken, includingor any statute, without limitationrule, lenders and all appropriate regulatory authoritiesregulation or order enacted, required for entered, enforced or deemed applicable to the Merger which makes the consummation of the transactions contemplated Merger illegal. (e) Optium shall have received a written opinion from ▇▇▇▇▇▇▇ Procter LLP, counsel to Optium, in form and substance reasonably satisfactory to Optium and Finisar, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code; provided, however, that if ▇▇▇▇▇▇▇ Procter LLP does not render such opinion, this condition will nevertheless be satisfied if DLA Piper US LLP, counsel to Finisar, renders a written opinion to Finisar, in form and substance reasonably satisfactory to Optium, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by this Agreement (other than such counsel of customary representation letters from each of Finisar and Sub, on the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable)one hand, and all approvals Optium, on the other hand, in each case, in form and authorizations substance reasonably satisfactory to such counsel. Each such representation letter shall be dated on or before the date of such opinion and consents shall not have been withdrawn or modified in any material respect. (f) The shares of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of Finisar Common Stock to be issued in the transactions contemplated by this Agreement Merger shall have been received and shall be in full force and effect, except approved for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect listing on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementNASDAQ Global Select Market.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision of any applicable judgment, order, decree, statute, law, ordinance, rule or regulation regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, "Restraints") shall be in effect, and no judgment, order there shall not be pending or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No threatened any suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or by any officer, director Governmental Entity (including any member i) preventing the consummation of the Committee)Merger, manager(ii) prohibiting or limiting the ownership or operation by the Company or the Parent and their respective Subsidiaries of any material portion of the business or assets of the Company or the Parent and their respective Subsidiaries taken as a whole, member or affiliate compelling the Company or the Parent and their respective Subsidiaries to dispose of PDC or LLC challenging hold separate any material portion of the legality business or any aspect assets of this Agreementthe Company or the Parent and their respective Subsidiaries, taken as a whole, as a result of the Merger or any of the transactions related theretoother Transactions or the Stockholders Agreement or (iii) which otherwise would reasonably be expected to have a Material Adverse Effect on the Company or the Parent, as applicable; andprovided, however, that each of the parties shall have used commercially reasonable efforts to prevent the entry of any such Restraints and to appeal as promptly as possible any such Restraints that may be entered. (c) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (d) The parties shares of Parent Common Stock issuable to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, Company's stockholders as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectapproved for listing on The NASDAQ National Market, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure subject to official notice of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or to the extent legally permissible, waiver) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Stockholder Approval shall have approved, at a special meeting of been obtained in the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebymanner required by applicable laws; (b) No provision of any Any waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger under the HSR Act, if applicable, shall have expired or been terminated or the Company and Acquiring Entities shall have mutually concluded that no filing under the HSR Act is required with respect to the transactions related theretocontemplated hereby; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member The consummation of the Committee)Merger shall not be restrained, managerenjoined or prohibited by any order, member judgment, decree, injunction or affiliate ruling of PDC a court of competent jurisdiction or LLC challenging the legality or any aspect provision of this Agreement, the Merger or the transactions related thereto; andapplicable law; (d) The parties Form S-4 Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration and qualification of the shares of Parent Common Stock following the Merger shall have made all filings and registrations been complied with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation . (e) The shares of Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement Merger (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement i) shall have been received validly registered under the Securities Act and (ii) shall be in full force and effect, except listed for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect trading on the business or financial condition NYSE. (f) The Company shall have received the opinion of PDCa nationally recognized law firm selected by the Company, LLC or dated the Partnership or Closing Date, to the ability effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of PDC, LLC or Section 368(a) of the Partnership to consummate the transactions contemplated by this AgreementCode.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this AgreementCompany, the Merger and Parent Group to effect the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations withMerger, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement, is subject to the satisfaction or waiver (by each of Parent Group or the Company, at each such party’s sole discretion to the extent permitted by applicable Law, and in any event subject to Section 8.4 herein) at or immediately prior to the Closing of each of the following conditions: (the “Conditions”): (a) receipt of the OFAC License in a form satisfactory to Parent Group and the authorizations of that license shall be in full force and effect (the “OFAC Condition”); (b) receipt in writing of the Regulatory Approvals or the Regulatory Approvals being deemed to have been granted by applicable Law upon the expiry of applicable statutory timeframes, and such approvals shall be in full force and effect prior to Closing and on the Closing Date (the “Regulatory Condition”); (c) no Order (whether temporary, preliminary or permanent) or Law of any Governmental Authority having been enacted, issued, promulgated, enforced, entered or made and no Law shall be in effect prior to Closing which has the effect of making unlawful, illegal or otherwise prohibiting or restricting the Merger and no action shall have been brought by any Governmental Authority seeking any of the foregoing (“Specified Litigation”). [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (d) the execution and delivery by the Sellers and certain other shareholders whose names are set out in the [***] (together holding at least 70% of the voting rights of the Company as on the date hereof) agreeing to hold the Parent Group and the Group Companies indemnified and harmless in respect of certain matters as defined therein (the “[***]”). The form of the [***] as set out in Exhibit ++ has been agreed between the Sellers, the Company and the Parent and shall come into full force and effect from the Closing Date.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all parties) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision injunction by any court or other tribunal of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit competent jurisdiction which prohibits the consummation of the Merger shall have been entered and the transactions related thereto;shall continue to be in effect. (c) No suitThe FERC Approval, action or proceeding the MDPU Approval (to the extent required by applicable law) and the MPSC Approval shall have been filed obtained and shall have become Final Orders, the expiration or otherwise be pending against PDC, LLC or any officer, director (including any member termination of the Committee), manager, member or affiliate of PDC or LLC challenging waiting and review periods (and any extensions thereof) under the legality or any aspect of this AgreementHSR Act shall have occurred (the FERC Approval, the Merger MDPU Approval, the MPSC Approval and the lapse of the waiting period under the HSR Act being referred to as the “Requisite Regulatory Approvals”) and there shall be no Final Order by a federal or state Governmental Entity prohibiting the transactions related thereto; and (d) The parties Merger. As used herein, the term “Final Order” means action by the relevant Governmental Entity which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of which any waiting period prescribed by Law before the transactions contemplated by this Agreement hereby may be consummated has expired, and as to which all conditions (other than the filing and recordation conditions the satisfaction of appropriate merger documents required by which is in control of a party) to the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the such transactions contemplated prescribed by this Agreement shall have law has been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementsatisfied.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction on or, to the extent permitted by applicable Law, waiver at or prior to the Closing Date Effective Time of each of the following conditions: (a) The holders completion of at least the Offer on the terms and subject to the conditions set forth herein and a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of Public Shares having been purchased in the Partnership held for that purpose Offer (the “Requisite Tender Amount”). This condition set forth in this Section 8.1(a) shall be waivable only with the approval of the Special Committee. Notwithstanding the foregoing, if the Offer can not be completed (on the terms and subject to the conditions set forth herein) as a result of the failure to satisfy a requirement of Law in connection therewith, but the Merger is capable of consummation in compliance with the requirements of Law, then the parties shall, subject to Section 8.1(b), proceed with the consummation of the Merger, subject in such circumstances to the additional condition that the Merger be approved at the Special Meeting by a majority of the Public Shares; provided that if the Merger is not approved by a majority of the Public Shares at such Special Meeting”), (i) an amendment to the Limited Partnership this Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger shall automatically terminate and the transactions contemplated thereby and (ii) this Agreement, date of such Special Meeting shall be deemed to be the Merger and Acceptance Date for purposes of the transactions contemplated thereby;last sentence of Section 1.1(b). (b) No provision court or Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any applicable lawstatute, rule or regulation and no Law, ordinance, rule, regulation, judgment, decree, injunction or other order that is in effect or decree shall make the Merger illegal taken any other action enjoining, restraining or prohibit otherwise prohibiting the consummation of the Merger and or has the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member effect of making the Committee), manager, member or affiliate purchase of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementCompany Common Stock illegal.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all Parties, to the extent permitted by applicable Law) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders Each of at least a majority of ▇▇▇ ▇▇▇▇▇▇▇▇▇ Stockholder Approval and the issued and outstanding Units held by Investors Rockets Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision Order or any other Law shall have been adopted, issued, enacted, promulgated, enforced or entered by any Governmental Entity that remains in effect and which has the effect of any applicable lawrestraining, rule enjoining or regulation and no judgment, order or decree shall make the Merger illegal or prohibit otherwise prohibiting the consummation of the Merger and the transactions related thereto;(any such Order or Law, a “Legal Restraint”). (ci) No suitThe FERC Approval, action the New York Authorization and orders of the PUCT approving the consummation of the Merger or proceeding determining that no such approval is required shall have been filed obtained and the expiration or otherwise be pending against PDC, LLC or any officer, director (including any member termination of the Committee), manager, member or affiliate of PDC or LLC challenging waiting period required under the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties HSR Act with respect to the Merger shall have made all filings occurred (the FERC Approval, the New York Authorization, such PUCT approval or determination and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation the expiration or termination of such waiting period being referred to as the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable“Requisite Regulatory Approvals”), and (ii) all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and such Requisite Regulatory Approvals shall be in full force and effect, except . (d) The shares of Mavericks Common Stock to be issued in the Merger and such other shares of Mavericks Common Stock to be reserved for such filings, registrations, notifications, approvals, authorizations and consents, issuance in connection with the failure of which to make or obtain would not Merger shall have a material adverse effect been approved for listing on the business or financial condition NYSE, subject to official notice of PDC, LLC or issuance. (e) The Form S-4 shall have been declared effective by the Partnership or SEC under the ability Securities Act and no stop order suspending the effectiveness of PDC, LLC or the Partnership to consummate Form S-4 shall have been issued by the transactions contemplated by this AgreementSEC.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be are subject to the satisfaction on or waiver, where permissible, prior to the Closing Date of each Effective Time, of the following conditions: (a) The holders of at least a majority this Agreement shall have been duly adopted by the requisite vote of the issued stockholders of Old SAIC and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the SAIC Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebySub; (b) No provision New SAIC shall have amended its Certificate of any applicable law, rule or regulation and no judgment, order or decree shall make Incorporation to read substantially in the Merger illegal or prohibit the consummation of the Merger and the transactions related theretoform attached hereto as Exhibit A; (c) No suit, action or proceeding New SAIC shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of amended its Bylaws to read substantially in the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andform attached hereto as Exhibit B; (d) The parties members of the Board of Directors, members of the committees of the Board of Directors and the executive officers of Old SAIC in office immediately prior to Effective Time, including any persons elected or appointed after the date of this Agreement, shall be elected or appointed to serve as the members of the Board of Directors, members of committees of the Board of Directors and the executive officers, respectively, of New SAIC, from and after the Effective Time in accordance with the bylaws of New SAIC, except for such persons who resign or leave Old SAIC, if any, prior to the Effective Time; (e) the registration statement on Form S-4 and any post-effective amendment thereto filed with the Securities and Exchange Commission (“SEC”) by New SAIC in connection with the Merger shall have made all filings and registrations withbecome effective under the Securities Act of 1933, as amended (the “Securities Act”), and notifications toshall not be the subject of any stop order or proceeding seeking a stop order; (f) the registration statement on Form S-1 filed with the SEC by New SAIC in connection with the registration of New SAIC common stock shall become effective under the Securities Act, all third partiesand shall not be the subject of any stop order or proceeding seeking a stop order, includingand the Board of Directors or the Executive Committee of the Board of Directors of Old SAIC shall have determined, without limitationin its sole discretion, lenders that the sale of such stock will be successfully completed promptly after the completion of the Merger; (g) no statute, rule, regulation, executive order, decree, injunction or other order shall have been enacted, entered, promulgated or enforced by any court or governmental authority that is in effect and all appropriate regulatory authorities, required for has the effect of prohibiting the consummation of the transactions contemplated by this Agreement Merger; and (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and h) Old SAIC shall have received all governmental approvals and authorizations and third-party consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of to be obtained by Old SAIC or its subsidiaries in connection with the transactions contemplated by this Agreement shall have been received and shall be in full force and effectMerger, except for such filings, registrations, notifications, approvals, authorizations and consents, where the failure of which to make obtain such approvals or obtain consents would not reasonably be expected to have a material adverse effect on the business or business, financial condition or results of PDC, LLC or the Partnership or the ability operations of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementOld SAIC and its subsidiaries taken as a whole.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of each of the following conditions: (a) The holders of at least There shall not be any Proceeding pending by or before any Governmental Authority in which a majority Governmental Authority is a party, nor shall there be any Order or Law in effect that restrains, enjoins, prevents, prohibits or make illegal the consummation of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyMerger; (b) No provision The Merger shall have been approved by the applicable SPAC Required Vote in accordance with the provisions of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger SPAC’s Organizational Documents and the transactions related theretoDGCL; (c) No suit, action or proceeding The Requisite Stockholder Approval shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andobtained; (d) The parties Form F-4 and the Form 8-A shall have been declared effective by the SEC under the Securities Act and the Exchange Act, as applicable, and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no Proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (e) All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; (other than f) The Pubco Ordinary Shares (including the filing and recordation of appropriate merger documents required by Pubco Class A Ordinary Shares to be issued in connection with the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger) shall have been received approved for listing on Nasdaq following Closing, subject to any requirement to have a sufficient number of round lot holders of the Pubco Ordinary Shares, and the outstanding Pubco Ordinary Shares held by Pubco Shareholders shall be in full force and effect, except for listed on such filings, registrations, notifications, approvals, authorizations and exchange on the Closing Date; (g) All consents, the failure of which approvals and actions of, filings with and notices to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership any Governmental Authority required to consummate the transactions contemplated by this AgreementTransactions shall have been made or obtained; and (h) The Redemption Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment or waiver by mutual agreement of the parties at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby The Company Requisite Vote shall have been obtained and (ii) this Agreement, the Merger and the transactions contemplated thereby;Parent Requisite Vote shall have been obtained. (bi) No provision of The waiting period (and any extension thereof) applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and shall have expired or been terminated under the transactions related thereto;HSR Act and (cii) No suit, action any mandatory waiting period or proceeding required consent under any applicable foreign competition or antitrust law or regulation shall have expired or been filed obtained except where the failure to observe such waiting period or otherwise obtain a consent referred to in this clause (ii) would not reasonably be pending against PDC, LLC expected to delay or any officer, director (including any member prevent the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or have a material adverse effect on the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation expected benefits of the transactions contemplated by this Agreement to Parent. (other than c) None of the filing and recordation parties hereto shall be subject to any decree, order or injunction of appropriate merger documents required by a court of competent jurisdiction, U.S. or foreign, which prohibits the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger, and no statute, rule or regulation shall have been received enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger. (d) The Registration Statement shall have become effective and no stop order with respect thereto shall be in full force effect and effect, except no proceedings for such filings, registrations, notifications, approvals, authorizations that purpose shall have been commenced or threatened by the SEC. (e) The shares of Parent Common Stock to be issued pursuant to the Merger and consents, the failure of which shares reserved for issuance pursuant to make or obtain would not Assumed Options shall have a material adverse effect been authorized for listing on the business or financial condition AMEX, subject to official notice of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to This Agreement shall have been approved and adopted by the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby Company Required Vote and (ii) this Agreement, the Merger Parent Proposal shall have been approved and adopted by the transactions contemplated therebyRequired Parent Vote; (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related theretoHSR Act shall have expired or been earlier terminated; (c) No suitstatute, action rule, order, decree or proceeding regulation shall have been filed enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise be pending against PDC, LLC or any officer, director (including any member prohibits the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or makes the transactions related thereto; andMerger illegal; (d) The parties Other than filing the Statement of Merger and the Second Merger State Filings in accordance with the State Statutes, all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained, except for such filingsauthorizations, registrations, notifications, approvals, authorizations and consents, and approvals the failure of which to make be obtained individually or obtain in the aggregate has not had, and would not be reasonably likely to have or result in, a material adverse Material Adverse Effect on any party to this Agreement; (e) The S-4 shall have been declared effective, and no stop order suspending the effectiveness of the S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (f) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and to the holders of the Company Options, Company Warrants and Restricted Stock Units shall have been authorized for listing on the business or financial condition NYSE, subject to official notice of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership This Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereunder shall have been approved by Boards of Directors and the shareholders of each of the Constituent Companies in the manner required by the applicable laws 15 of the jurisdiction of their respective organization and their respective articles of incorporation and bylaws. (iib) Each party hereto shall have received from the other parties copies of all resolutions and/or consent actions adopted by or on behalf of the boards of directors and Shareholder of such other parties hereto, certified as of the date of Closing and evidencing approval of this Agreement, the Merger Agreement and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto;hereunder. (c) No suit, action or proceeding before a court or other governmental body by any governmental agency or public authority shall have been filed instituted or otherwise be pending against PDC, LLC threatened to restrain or prohibit the transactions contemplated under this Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement or any officer, director (including any member related agreements or the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or Merger; and no governmental agency shall have given notice to any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties party hereto to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for effect that consummation of the transactions contemplated by under this Agreement (other than the filing and recordation would constitute a violation of appropriate merger documents required by the LLC Act any law or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for that it intends to commence proceedings to restrain consummation of the transactions contemplated by Merger. (d) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body or any other third party (including lenders and lessors) required in connection with the execu-tion, delivery and performance of this Agreement shall have been received obtained or made. (e) The warranties and representations set forth herein shall be in full force true and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, correct as of the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementClosing Date.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the Merger shall have been adopted and approved by the affirmative vote of holders of at least (i) a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby Santa ▇▇ ▇▇▇▇▇▇ Common Stock; and (ii) this Agreement, a majority of the Merger outstanding shares of Devon Common Stock and the transactions contemplated thereby;Northstar Exchangeable Shares voting as a single class with the Devon Special Voting Stock voting for the Northstar Exchangeable Shares as provided in Devon's charter. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger shall have expired or been terminated under (i) the HSR Act and (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the transactions related thereto;failure to observe such waiting period referred to in this clause (ii) would have, individually or in the aggregate, a Devon Material Adverse Effect or a Santa ▇▇ ▇▇▇▇▇▇ Material Adverse Effect. (c) No suitNone of the parties hereto shall be subject to any decree, action order or proceeding injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; PROVIDED, HOWEVER, that prior to invoking this condition, each party agrees to comply with Section 6.5, and with respect to other matters not covered by Section 6.5, to use its reasonable commercial efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been filed enacted by any governmental authority which prohibits or otherwise be pending against PDC, LLC or any officer, director (including any member makes unlawful the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andMerger. (d) The parties Registration Statement shall have become effective and no stop order with respect thereto shall be in effect. (e) The shares of Devon Common Stock to be issued pursuant to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required been authorized for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect listing on the business or financial condition AMEX, subject to official notice of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of capital stock of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Company. (b) No provision None of the parties hereto shall be subject to any applicable law, rule or regulation and no judgment, order or decree shall make injunction of a court of competent jurisdiction in the Merger illegal or prohibit United States which prohibits the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its best efforts to have any such injunction lifted. (c) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other than regulatory body required in connection with the filing execution, delivery and recordation performance of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations the filing of the Articles of Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business or of Parent (and its Subsidiaries) and the Company, taken as a whole, following the Effective Time. (d) The Company Board shall have received the opinion of Quis▇ ▇▇▇ancial, Inc., substantially to the effect that, as of October 20, 2000, the Cash Consideration is fair to the holders of Company Common Stock from a financial condition point of PDCview, LLC or and shall have provided a copy of the Partnership or the ability of PDC, LLC or the Partnership written opinion to consummate the transactions contemplated by this AgreementParent.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all parties) at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders Wendy’s Shareholder Approval and the Triarc Stockholder Approval shall have been obtained and the Triarc Charter Amendment shall have been duly filed with the Secretary of at least a majority State of the issued and outstanding Units held by Investors shall have approved, at a special meeting State of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Delaware. (b) No provision of any applicable lawLaw, rule or regulation and no judgment, injunction, order or decree shall make the Merger illegal by any court or prohibit other tribunal of competent jurisdiction which prohibits the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed adopted or otherwise entered and shall continue to be pending against PDCin effect. (i) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been earlier terminated, LLC or any officer, director (including any member ii) if the Merger is pre-merger notifiable under part (ix) of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this AgreementCompetition Act, the Merger Commissioner of Competition (the “Commissioner”) shall have issued an advance ruling certificate pursuant to section 102 of the Competition Act; or (A) the transactions related thereto; and applicable waiting period under section 123 of the Competition Act has expired, been terminated or waived pursuant to section 113(c) of the Competition Act and (dB) The parties the Commissioner shall have advised Triarc and Wendy’s, in writing, on terms satisfactory to Triarc and Wendy’s that she has no intention to file an application under Part VIII of the Competition Act in connection with and upon the reclassification of the Class B Common Stock of Triarc into shares of Class A Common Stock and the Merger shall have made all filings and registrations with(iii) any other Wendy’s Approvals or Triarc Approvals required to be obtained for the consummation, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation as of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP ActEffective Time, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained, except for such filingsother than (x) with respect to Wendy’s, registrations, notifications, approvals, authorizations and consents, any Wendy’s Approvals the failure of to obtain which to make or obtain have not had, and would not reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect, and (y) with respect to Triarc, any Triarc Approvals the failure to obtain which have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Triarc Material Adverse Effect. (d) The Form S-4 shall have been declared effective under the Securities Act, no stop order suspending the effectiveness thereof shall have been issued by the SEC and no proceeding for that purpose shall have been initiated or threatened by the SEC. (e) The shares of Class A Common Stock to be issued in the Merger shall have been approved for listing on the business or financial condition New York Stock Exchange, subject to official notice of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to consummate and effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction on or waiver (to the extent permitted by applicable Law) prior to or at the Closing Date of each of the following conditions: (a) The holders of at least a majority Merger shall have received the requisite approval and authorization of the issued and outstanding Units held by Investors shall have approved, at a special meeting shareholders of Bluegreen under the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;MBCA. (b) No provision Law shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit other transactions contemplated hereby, and there shall be no Order of a Governmental Entity precluding consummation of the Merger or other transactions contemplated hereby. (c) All consents, approvals, Orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required by or with respect to Bluegreen, BFC or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the Merger and the other transactions related thereto; (c) No suit, action or proceeding contemplated hereby shall have been filed obtained or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third partiesmade, including, without limitation, lenders the expiration or termination of any notice and all appropriate regulatory authoritieswaiting period under the HSR Act, required for if applicable, other than consents, approvals, Orders, authorizations, registrations, declarations or filings which if not made or obtained could not reasonably be expected to materially adversely affect the financial condition or operations of the Surviving Corporation after consummation of the transactions contemplated by this Agreement (other than Merger. All of such consents and approvals shall have been obtained without the filing and recordation imposition of appropriate merger documents required by any conditions which, in the LLC Act opinion of Woodbridge, could reasonably be expected to materially adversely affect the financial condition or LLP Act, as applicable), and all approvals and authorizations and consents operations of all third parties, including, without limitation, lenders and all regulatory authorities, required for the Surviving Corporation after consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementMerger.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders Court Approval approving the Merger Proposal (including the Merger and the Cash Distribution) shall have been obtained. (b) The shares of at least a majority Parent Common Stock issuable to the Company’s shareholders as contemplated by this Agreement shall have been approved for listing on Nasdaq, subject to official notice of issuance. (c) No injunction, judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other similar legal restraint or prohibition (collectively, “Restraints”) shall be in effect, and there shall not be pending any suit, action or proceeding by any Governmental Entity, in each case in connection with the Merger or any of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”)other Transactions, (i) an amendment to preventing the Limited Partnership Agreement in a form that is reasonably acceptable to consummation of the Committee that expressly permits the Investors to approve this AgreementMerger, the Merger and the transactions contemplated thereby and (ii) this Agreementprohibiting or limiting the ownership or operation by the Surviving Company or the Parent and their respective Subsidiaries of any material portion of the business or assets of the Surviving Company or the Parent and their respective Subsidiaries taken as a whole in a jurisdiction where such entity has substantial operations or from which it derives substantial revenues, or compelling the Merger Surviving Company or the Parent and their respective Subsidiaries to dispose of or hold separate any material portion of the transactions contemplated thereby; business or assets of the Surviving Company or the Parent and their respective Subsidiaries, taken as a whole in a jurisdiction where such entity has substantial operations or from which it derives substantial revenues, or (biii) No provision which otherwise could reasonably be expected to have a Material Adverse Effect on the Company or the Parent, as applicable. Any notification, waiting period, or approval requirements under the competition laws of any applicable law, rule or regulation and no judgment, order or decree foreign jurisdictions shall make the Merger illegal or prohibit have been satisfied if legally required to be so satisfied by Closing. (d) All Approvals required pursuant to Israeli legal requirements for the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding other Transactions shall have been filed or otherwise be pending against PDCobtained, LLC or any officerincluding the OCS Approval and the Investment Center Approval. Notwithstanding the foregoing, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreementother than as set forth in Sections 6.2(d) and 6.3(h) below, the Merger or the transactions related thereto; and (d) The parties Israeli Tax Rulings shall not be required as a condition to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by Transactions pursuant to this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicableSection 6.1(d), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be are subject to the satisfaction on or waiver, where permissible, prior to the Closing Date of each Effective Time, of the following conditions: (a) The holders of at least a majority if required by the PBCL, this Agreement shall have been approved by the requisite affirmative vote of the issued and outstanding Units held by Investors shall have approved, at a special meeting shareholders of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement Company in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyaccordance with applicable law; (b) No provision no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated, or enforced by any court or Governmental Entity which is in effect and has the effect of any applicable lawprohibiting the consummation of the Merger; and (c) (x) in the case of the Company’s obligations, rule or regulation all governmental consents, orders and no judgment, order or decree shall make the Merger illegal or prohibit approvals legally required for the consummation of the Merger and the transactions related thereto; contemplated hereby shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent would not reasonably be expected to subject any officer, director, employee or shareholder of the Company to civil or criminal liability in respect of the failure to obtain such consent, and (cy) No in the case of Parent’s and Purchaser’s obligations, (A) all governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Effective Time, and (B) there shall not be threatened or pending any suit, action, or proceeding by any Governmental Entity, or by any other person which has a reasonable possibility of success, with respect to this Agreement or the Transactions, except where the failure to obtain any such consent or the existence of any such suit, action or proceeding shall would not reasonably be expected to (i) have been filed a Material Adverse Effect on the Company or otherwise be pending against PDCParent, LLC (ii) materially impede or limit the ownership, operation or use of any of the Company’s or any officerof its subsidiaries’ assets or business after the Closing, director (including or to compel the Company or Parent or any member of their respective subsidiaries or affiliates to dispose of or hold separate any of their businesses or assets as a result of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this AgreementOffer, the Merger or any of the transactions related thereto; and Transactions, (diii) The parties impose material limitations on the ability of Parent or Purchaser to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock accepted for payment pursuant to the Merger shall have made all filings and registrations with, and notifications to, all third parties, Offer including, without limitation, lenders and the right to vote the shares of Company Common Stock accepted for payment by it on all appropriate regulatory authorities, required for consummation matters properly presented to the shareholders of the transactions contemplated by this Agreement Company, (other than iv) prohibit Parent or any of its subsidiaries or affiliates from effectively controlling the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation businesses of the transactions contemplated Company and its subsidiaries in any material respect, or (v) require divestiture by this Agreement shall have been received and Purchaser or any of its affiliates of any shares of Company Common Stock; provided, however, that Parent shall be deemed to have waived this condition with respect to any failure to obtain or be in full force and effecteffect any such consent, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make order or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC approval or the Partnership existence of any such suit, action or proceeding, which failure or existence existed prior to the ability acceptance for payment by Purchaser of PDC, LLC or shares of Company Common Stock pursuant to the Partnership to consummate the transactions contemplated by this AgreementOffer.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved by the holders of at least a majority of the issued and outstanding Units held by Investors shares of capital stock of the Company and the Parent Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act shall have expired or been terminated. (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member Neither of the Committee), manager, member parties hereto shall be subject to any order or affiliate injunction of PDC or LLC challenging a court of competent jurisdiction in the legality or any aspect of this Agreement, United States which prohibits the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its best efforts to have any such injunction lifted. (other than d) The Form S-4 shall have become effective and shall be effective at the filing Effective Time, and recordation no stop order suspending effectiveness of appropriate merger documents required the Form S-4 shall have been issued, no action, suit, proceeding or investigation by the LLC Act or LLP Act, as applicable)SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all material approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation under state securities laws relating to the issuance or trading of the transactions contemplated by Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been received. (e) The Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been approved for listing on the NYSE, subject only to official notice of issuance. (f) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business or financial condition of PDCParent and the Company (and their respective Subsidiaries), LLC or taken as a whole, following the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority the Parent Stock Issuance and Parent Charter Amendment shall have been approved by the requisite vote of the issued stockholders of the Parent and outstanding Units held by Investors this Agreement shall have approved, at a special meeting been adopted by the requisite vote of the Partnership held for that purpose stockholders of the Company, in each case under applicable law and applicable listing requirements of the Nasdaq National Market (the “Special Meeting”"Nasdaq"), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision the shares of Parent Stock issuable in connection with the Merger and those to be reserved for issuance upon exercise of stock options or warrants or the conversion of convertible securities shall have been authorized for listing on Nasdaq upon official notice of issuance; (c) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted, or to the knowledge of Parent and the Company no such proceeding shall have been threatened, by the SEC or any applicable lawstate regulatory authorities; (e) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Merger or any transaction contemplated by this Agreement (it being understood that the parties hereto hereby agree to use their reasonable efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted as promptly as possible); (f) no action shall have been taken, and no statute, rule or regulation and no judgmentshall have been enacted, order by any state or decree shall federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal or prohibit illegal; and (g) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding contemplated hereby shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings obtained and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effecteffect at the Effective Time, except for such filings, registrations, notifications, approvals, authorizations and consents, where the failure of which to make or obtain the same would not be reasonably likely to have a material adverse effect on Company Material Adverse Effect, following the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of If required by law, the issued and outstanding Units held by Investors Company shall have approved, at a special meeting of obtained the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Company Stockholder Approval. (b) No provision of The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, rule the absence of which would prohibit the consummation of Merger, shall have been obtained or regulation and no judgmentmade. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or decree shall make the Merger illegal other legal restraint or prohibit prohibition preventing the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andin effect. (d) The parties Purchaser shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Merger shall have made all filings Offer. (e) In the event that Section 1.3 applies, the representations and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of warranties by the transactions contemplated by Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other than the filing materiality qualifications) shall be true and recordation of appropriate merger documents required by the LLC Act or LLP Act, correct in all respects as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by date of this Agreement shall have been received and shall be in full force and effectat the Effective Time, except for such filings, registrations, notifications, approvals, authorizations and consents, where the failure of which such representations and warranties in the aggregate to make be true and correct in all respects, individually or obtain in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Material Adverse Effect; provided, however, that the business or financial condition representations in Section 3.3 (Capital Structure) as to the number of PDC, LLC or issued and outstanding shares of capital stock of the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementCompany and Company Stock Options shall be true and correct in all respects.

Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date of each of the following conditions: (a) The holders of at least This Agreement and the transactions contemplated hereby shall have been approved by a majority of the holders of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement Company Common Stock in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;accordance with applicable law. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act shall have expired or been terminated. (c) No suitstatute, action rule, regulation, executive order, writ, decree, ruling or proceeding injunction shall have been filed enacted, entered, promulgated or otherwise be pending against PDC, LLC or enforced by any officer, director (including any member Governmental Entity which prohibits the consummation of the Committee)Merger. In the event any such order or injunction shall have been issued, manager, member each party agrees to use its reasonable efforts to have any such order or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andinjunction lifted. (d) The parties If filed, the Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of the Surviving Corporation Common Stock to be issued to holders of Company Common Stock in connection with the Merger shall have made all been received. (e) All consents, authorizations, orders and approvals of (or filings and or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation performance of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business or financial condition of PDCthe Company and its Subsidiaries, LLC or taken as a whole, following the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each Effective Time of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law or by the applicable regulations of any stock exchange or other regulatory body, as the case may be, by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of capital stock of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Company. (b) No provision Neither of the parties hereto shall be subject to any applicable law, rule or regulation and no judgment, order or decree shall make injunction of a court of competent jurisdiction which prohibits the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (other than c) The Form S-4 shall have become effective and shall be effective at the filing Effective Time, and recordation no stop order suspending effectiveness of appropriate merger documents required by the LLC Act Form S-4 shall have been issued, and the SEC shall not have initiated, or, to the knowledge of the Purchaser or LLP Actthe Company, as applicable)threatened to initiate, any action, suit, proceeding or investigation to suspend the effectiveness thereof, and all necessary approvals under state securities laws relating to the issuance or trading of the Purchaser Common Stock to be issued to the Company stockholders in connection with the Merger shall have been received. (d) All orders and authorizations and consents approvals of all third parties, including, without limitation, lenders and all the insurance regulatory authorities, authorities required for in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, whether or not any appeal or request for reconsideration of such order is pending, or whether the time for filing any appeal or request for reconsideration or for any action by the insurance regulatory authorities has expired. (e) All consents, authorizations, orders and approvals of filings or registrations with) any Governmental Entity (other than the insurance regulatory authorities) required in connection with the execution, delivery and performance of this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations any documents required to be filed after the Effective Time and consents, except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business business, results of operations or financial condition of PDCthe Purchaser and the Company (and their respective Subsidiaries), LLC or taken as a whole, following the Partnership or Effective Time. (f) The Purchaser Common Stock to be issued in the ability Company stockholders in connection with the Merger shall have been approved for listing on the NYSE, subject only to official notice of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance. (g) The Recapitalization shall have been completed.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Purchaser, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:, any of which may be waived in writing by the Company and Purchaser (on its own behalf and on behalf of Merger Sub), to the extent permitted by Law. (a) The holders of at least a majority of All permits, authorizations, consents, orders or approvals of, or declarations or filings with, any Governmental Authority as may be required to consummate the issued and outstanding Units held by Investors Merger shall have approvedbeen obtained, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), other than (i) an amendment to the Limited Partnership Agreement filing of the Certificates of Merger in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby accordance with Section 1.1 and (ii) this Agreement, the Merger and the transactions contemplated thereby;any filings required under applicable securities Laws. (b) The filings of Purchaser and the Company pursuant to the HSR Act shall have been made, and the applicable waiting period (and any extensions thereof) under the HSR Act shall have expired or otherwise terminated. (c) No provision of temporary restraining order, preliminary or permanent injunction or other order shall have been issued, or other legal or regulatory Action taken, by any applicable lawGovernmental Authority or other Person that restrains, rule prohibits, challenges or regulation and no judgment, order or decree shall make the Merger illegal or prohibit prevents the consummation of the Merger on the terms and the transactions related thereto; (c) No suitconditions set forth herein, action or proceeding nor shall any Law have been filed enacted, entered, enforced or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties deemed applicable to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for which makes the consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect Merger on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementterms and conditions set forth herein illegal.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved, in the manner required by applicable law or by the applicable regulations of any stock exchange, automated quotation system, or other regulatory body, as the case may be, and in accordance with the parties' respective Articles/Certificate of Incorporation and Bylaws, by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of capital stock of each of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger Company and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Purchaser. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act, if applicable, shall have expired or been terminated. (c) No suit, action governmental authority or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director other regulatory body (including any member court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the Committee)effect of making illegal, manager, member materially restricting or affiliate of PDC in any way preventing or LLC challenging the legality or any aspect of this Agreement, prohibiting the Merger or transactions contemplated by this Agreement; provided, however, that the transactions related thereto; andparties shall use their reasonable efforts to cause any such law, rule, regulation, executive order, decree, injunction or other order to be vacated or lifted. (d) The parties Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, or, to the knowledge of the Purchaser or the Company, threatened, and all necessary approvals under state securities laws relating to the issuance or trading of the Purchaser Stock to be issued to the Company stockholders in connection with the Merger shall have made all been received. At the effective date of the Form S-4, the Form S-4 shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, and, at the mailing date of the Proxy Statement/Prospectus and the date of the stockholders' meetings, the Proxy Statement/Prospectus shall not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading. (e) All consents, authorizations, orders and approvals of (or filings and or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation performance of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect Material Adverse Effect on the business or financial condition of PDC, LLC Purchaser or the Partnership Company following the Effective Time. (f) The Purchaser Stock to be issued to the Company stockholders in connection with the Merger and the Company Options shall have been approved for quotation on the Nasdaq National Market, subject only to official notice of issuance. (g) The Purchaser and the Company shall each have received a written opinion from their respective counsel to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and (a)(2)(D) of the Code. (h) The Purchaser and the Company shall have been advised in writing, as of the Effective Time, by Coopers & ▇▇▇▇▇▇▇ L.L.P. that, in accordance with generally accepted accounting principles, the Merger qualifies to be treated as a "pooling of interests" for accounting purposes. (i) All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which either of the Company or the ability of PDCPurchaser is a party, LLC or by which either is bound, as may be required to be obtained by them in connection with the performance with this Agreement, the failure to obtain which would have a Material Adverse Effect on the Company or the Partnership to consummate the transactions contemplated by this AgreementPurchaser, shall have been obtained.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be is subject to the satisfaction or waiver (where permissible pursuant to Applicable Laws) on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of this Agreement will have been duly approved by the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyRequisite Company Vote; (b) No provision the Parent Stock Issuance will have been approved by the Requisite Parent Vote; (c) if necessary, the Parent shall have filed with Nasdaq Listing of Additional Shares Notification Form with respect to the shares of the Parent Common Stock to be issued pursuant to this Agreement; (d) the Merger and other transactions contemplated in this Agreement shall have been accepted by the TSXV; (e) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order; (f) if applicable, the waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger under the HSR Act (or any extension thereof) shall have expired or been terminated and the transactions related theretoall required filings shall have been made and all required approvals obtained (or waiting periods expired or terminated) under applicable Antitrust Laws; (cg) No suit, action or proceeding no Governmental Body having jurisdiction over any Party shall have been filed enacted, issued, promulgated, enforced, or entered any Laws or Orders, whether temporary, preliminary, or permanent, that make illegal, enjoin, or otherwise be pending against PDC, LLC or any officer, director (including any member prohibit consummation of the Committee)Merger, managerthe Parent Stock Issuance, member or affiliate of PDC or LLC challenging the legality or any aspect of other transactions contemplated by this Agreement, ; (h) the Merger or number of Dissenting Shares that are the transactions related theretosubject of Appraisal Demand Notices that have not been withdrawn shall not exceed 5% of the total number of shares of the Company Common Stock issued and outstanding prior to the Effective Time; and (di) The parties all consents, approvals and other authorizations of any Governmental Body set forth in Section 6.1 of the Company Disclosure Letter and Section 6.1 of the Parent Disclosure Letter and required to consummate the Merger shall have made all filings and registrations withMerger, the Parent Stock Issuance, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the other transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Articles of Merger with the Secretary of State of the State of Nevada) shall have been received and shall obtained, free of any condition that would reasonably be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which expected to make or obtain would not have a material adverse effect on the business Company Material Adverse Effect or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementa Parent Material Adverse Effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment (or waiver by all parties) at or prior to the Closing Date of each Effective Time of the following conditions:conditions (provided, however, that neither the ESOP nor Merger Sub shall be permitted to waive any condition hereunder without the express written consent of Tribune Acquisition): (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Shareholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision restraining order, injunction or other order by any court or other tribunal of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit competent jurisdiction which prohibits the consummation of the Merger shall have been entered and the transactions related thereto;shall continue to be in effect. (c) No suit, action Any applicable waiting period under the HSR Act shall have expired or proceeding been earlier terminated and the FCC Order shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andobtained. (d) The parties consents and approvals set forth on Section 6.1(d) of the Company Disclosure Schedule shall have been received. (e) The Exchange shall have been consummated in accordance with the terms of the Exchange Agreement, unless the Eagle Entities do not then own or hold any shares of Company Common Stock or Series D-1 Preferred Stock as a result of a liquidation, distribution or otherwise. (f) All of the conditions precedent to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions purchase of the Subordinated Note and the Warrant contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Tribune Purchase Agreement shall have been received and satisfied or waived (other than consummation of the Merger) such that such purchases shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, occur immediately following the failure consummation of which to make or obtain would not the Merger. (g) The Company shall have a material adverse effect obtained the Financing on the business terms set forth in the Financing Commitments, or financial condition of PDCalternative financing on substantially similar terms that are not materially more onerous than the terms reflected in such Financing Commitments, LLC or the Partnership or the ability of PDC, LLC or the Partnership sufficient to consummate the Merger and the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company shall have approvedobtained the Company Stockholder Approval, at a special meeting of and Parent shall have obtained the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Parent Stockholder Approval. (b) No provision The shares of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties Parent Common Stock issuable to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by Sole Stockholder pursuant to this Agreement shall have been received approved for listing on Nasdaq, subject to official notice of issuance. (c) Any applicable waiting period (and any extension thereof) applicable to the Mergers under the HSR Act shall have expired or been earlier terminated. Except as set forth in Section 8.02(e) and Section 8.03(d), all other Consents of or Filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity, including under applicable Regulatory Laws, which the failure to obtain, make or occur would have the effect of making the Mergers or any of the other Transactions illegal or would, individually or in the aggregate, have a Company Material Adverse Effect or a Parent Material Adverse Effect, shall have been obtained, shall have been made or shall have occurred, as applicable. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, effect (i) preventing the failure consummation of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC Mergers or the Partnership other Transactions or that constitutes or would require a Burdensome Regulatory Action or (ii) preventing, restraining or otherwise limiting the ability performance by any party thereto of PDCany of the Ancillary Agreements. There shall not be any Proceeding pending or threatened seeking an order or injunction that would have the effect described in clause (ii). (e) The Sole Stockholder and the Sole Stockholder Members shall be ready, LLC or willing and able to effect the Partnership to consummate Distribution and Parent shall be reasonably satisfied that the transactions contemplated by this AgreementDistribution shall occur immediately following the Second Effective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) The holders of at least a majority of the issued and outstanding Units held by Investors This Agreement shall have approved, at a special meeting of been duly and validly approved and adopted by the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyCompany Required Vote; (b) No provision statute, rule, order, decree or regulation shall have been issued, enacted, enforced, entered or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins, prevents or otherwise prohibits the consummation of the Merger, imposes any material restrictions on the parties hereto with respect to consummation of the Merger or makes the Merger illegal; provided, however, that, prior to invoking this condition, the invoking party shall have complied fully with its obligations under Section 5.5, including using its reasonable best efforts to have any such statute, rule, order, decree or regulation vacated, lifted or otherwise rendered ineffective; (i) Any applicable waiting period under the HSR Act (including extensions thereof) shall have expired or been terminated, (ii) CFIUS or the President of the United States shall have issued a written notice to the parties that CFIUS has made a determination that the transaction(s) contemplated by this Agreement do not present any unresolved national security concerns, and (iii) other than filing the Certificate of Merger in accordance with the DGCL, all other authorizations, permits, consents and approvals of all Governmental Entities required to be obtained prior to the Effective Time to consummate the Merger shall have been obtained, except in the case of this clause (iii) for such authorizations, permits, consents, and approvals absence of which, individually or in the aggregate, has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent, the Company, or, assuming the Merger has taken place, the Surviving Corporation; provided, however, that the provisions of this Section 6.1(c) shall not be available to any party hereto whose failure to fulfill its obligations under Section 5.5 shall have been the cause of, or shall have resulted in, the failure to obtain any authorization, permit, consent or approval described in this Section 6.1(c); (d) The F-4 shall have been declared effective by the SEC under the Securities Act and shall be effective at the Effective Time, no stop order suspending such effectiveness of the F-4 shall be issued or in effect and no proceedings for such purpose shall be pending before or threatened by the SEC, and any and all necessary approvals under state securities Laws relating to the issuance or trading of the Parent Common Shares to be issued in the Merger shall have been received; (e) All material consents and approvals of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit Person necessary to the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement, including consents and approvals from parties to loans (other than those required under the Company Debt Documents), contracts, leases or other agreements shall have been obtained, and a copy of each such consent and approval shall have been provided to Parent at or prior to the Closing.

Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation obligations of each party to effect the Merger shall will be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of capital stock of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Company. (b) No provision Neither of the parties hereto shall be subject to any applicable law, rule or regulation and no judgment, order or decree shall make injunction of a court of competent jurisdiction which prohibits the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable best efforts to have any such injunction lifted. (other than c) The Company shall have (i) consummated the filing sale of its accounts receivable to Household and recordation (ii) executed definitive documentation in connection with the senior credit facility with ▇▇▇▇▇▇ and shall have sufficient availability thereunder to consummate the Merger. (d) All consents, authorizations, orders and approvals of appropriate merger documents (or filings or registrations with) any Governmental Entity required by in connection with the LLC Act or LLP Actexecution, as applicable), delivery and all approvals and authorizations and consents performance of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business or business, financial condition or results of PDC, LLC or operations of the Partnership or Surviving Corporation following the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party hereto to effect consummate, or cause to be consummated, the Merger shall be transactions contemplated hereby are subject to the satisfaction on at or prior to before the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority no Law or Court Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restrains, enjoins, restricts or makes illegal the consummation of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyMerger; (b) No provision of any waiting period applicable law, rule or regulation and no judgment, order or decree shall make to the Merger illegal under the HSR Act shall have terminated or prohibit expired and any other notices or approvals required to have been given to or obtained from any Governmental Authority prior to the consummation of the Merger Effective Time with respect to this Agreement and the transactions related thereto; (c) No suit, action or proceeding contemplated hereby shall have been either filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect. (c) the Company shall have obtained the Required Stockholder Approval; (d) the Trustee shall have received the Fairness Opinion of the ESOP Financial Advisor and a copy of such Fairness Opinion shall have been delivered to Parent; (e) the Trustee shall have (i) determined to not demand appraisal rights pursuant to Section 262 of the DGCL with respect to all the Company Stock held by the ESOP; (ii) determined that the directions received from the ESOP participants with respect to the pass-through of voting rights pursuant to the ESOP are proper and were given (A) without coercion from the Company or Argo-Tech and (B) upon full and proper information; (iii) determined that, except as directed trustee, it is appropriate under ERISA for the Trustee to follow the directions of the ESOP participants with respect to the voting of the Company Stock held by the ESOP and following such filingsparticipant directions is prudent and not inconsistent with ERISA; (f) the Trustee shall have (i) determined, registrationsin the exercise of its independent fiduciary discretion under ERISA, notificationswhich, approvalsfor the avoidance of doubt, authorizations and consentsshall not be in the capacity of a directed trustee of the ESOP, that the failure consummation by the ESOP of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementAgreement and by the other Transaction Documents is prudent, is for the exclusive purpose of providing benefits to participants and beneficiaries of the ESOP, and does not constitute a prohibited transaction or otherwise violate ERISA, (ii) determined that the consummation by the ESOP of the transactions contemplated by this Agreement and the other Transaction Documents in no other respects violates the Trustee’s fiduciary obligations, and (iii) provided the Parent a certificate from the Trustee dated as of the Closing Date describing the process by which it has determined, and stating that it has in fact determined, in the exercise of its independent fiduciary discretion under ERISA, which, for the avoidance of doubt, shall not be in the capacity of a directed trustee of the ESOP, that the consummation by the ESOP of the transactions contemplated by the Agreement and by the other Transaction Documents is prudent, is for the exclusive purpose of providing benefits to participants and beneficiaries of the ESOP, does not constitute a prohibited transaction or otherwise violate ERISA and in no other respects violates the Trustee’s fiduciary obligations; and (g) the Company and Argo-Tracker Corporation shall have entered into agreements that govern the Company’s investment in Argo-Tracker Corporation that reflect the terms contemplated by that certain letter agreement dated August 26, 2005, by and among the Company, Greenbriar Equity Group, LLC and Vestar Capital Partners IV, L.P. and contain such other terms and conditions as are reasonably acceptable to Parent and the Company.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each Effective Time of the following conditions, any or all of which may be waived, in whole or in part by the parties hereto, to the extent permitted by applicable law: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership This Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, hereby shall have been approved by the Merger and the transactions contemplated thereby;requisite vote of stockholders of MDI. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act, if applicable, shall have expired or been terminated. (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member Neither of the Committee)parties hereto shall be subject to any temporary restraining order, manager, member ruling or affiliate preliminary or permanent injunction or other order of PDC a court of competent jurisdiction or LLC challenging other legal restraint or prohibition which prohibits the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (Agreement. In the event any such order, ruling, injunction or other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement prohibition shall have been received issued, each party agrees to use its best efforts to have any such order, ruling, injunction or other prohibition lifted, stayed or reversed. (d) The Form S-4 shall have been declared effective by the SEC under the Securities Act, and no stop order suspending the effectiveness of the Form S-4 shall be have been issued by the SEC, and no proceedings for that purpose shall have been initiated or, to the knowledge of ▇▇▇▇▇▇▇ or MDI, threatened by the SEC. (e) ▇▇▇▇▇▇▇ shall have obtained the approval for the listing of the shares of ▇▇▇▇▇▇▇ Preferred Stock issuable in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect Merger on the business NYSE, subject to official notice of issuance. (f) ▇▇▇▇▇▇▇ shall have received all state securities or financial condition of PDC, LLC or "blue sky" permits and other authorizations necessary to issue the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions ▇▇▇▇▇▇▇ Preferred Stock as contemplated by in this Agreement. (g) ▇▇▇▇▇▇▇ and MDI shall have received the opinion of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP, or another nationally recognized law firm selected by ▇▇▇▇▇▇▇, dated not less than five business days prior to the date the Form S-4 is declared effective by the SEC, reasonably acceptable to ▇▇▇▇▇▇▇, and subject to customary conditions and qualifications (including reliance, in part, on representations of ▇▇▇▇▇▇▇ and MDI and certain stockholders of MDI), to the effect that the Merger will be treated for federal income tax purposes as a tax-free reorganization qualifying under the provisions of Sections 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party of CCS and Ameris to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership This Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreementhereby shall have been approved by the Ameris Shareholders in the manner required by the TBCA, the Merger Charter and Bylaws of Ameris, and such other documents as may be necessary in order to satisfy the transactions contemplated thereby;requirements of obtaining such approval. (b) No provision of action or proceeding before a court or other governmental body by any applicable law, rule governmental agency or regulation and no judgment, order public authority shall have been instituted or decree shall make the Merger illegal threatened to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of the Agreement or the related agreements or the consummation of the Merger Merger; and the transactions related thereto; (c) No suit, action or proceeding no governmental agency shall have been filed or otherwise be pending against PDC, LLC or given notice to any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties party hereto to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Merger. (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Actc) All consents, as applicable)authorizations, orders, and all approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body or any other third party (including lenders and authorizations lessors) required in connection with the execution, delivery, and consents performance of all third parties, this Agreement and the transactions contemplated hereby (including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Pre-Closing Sale) shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing, or registration would not have a material adverse effect on CCS Material Adverse Effect or an Ameris Material Adverse Effect following the business or financial condition Effective Time. (d) Each of PDC, LLC or CCS and Ameris shall have received from the Partnership or other copies of all resolutions adopted by the ability Board of PDC, LLC or Directors and shareholders (if applicable) of the Partnership to consummate other in connection with this Agreement and the transactions contemplated by this Agreementhereby. (e) (Reserved). (f) The holders of no more than five percent (5%) of the outstanding equity securities of Ameris shall have filed written objection to the Merger, as provided in TBCA Section 18-2▇-▇▇▇. (g) No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the transactions herein contemplated, and no governmental agency or body shall have taken any other action or made any request of any party hereto as a result of which either CCS or Ameris reasonably and in good fait▇ ▇▇▇▇▇ ▇▇ inadvisable to proceed with the transactions hereunder.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Effective Date of each of the following conditions: (a) The holders This Agreement and the Merger shall have been approved and adopted by the vote of at least a majority two-thirds of the issued members of Liberty Mutual Holding Company as are present and outstanding Units held by Investors shall have approved, voting at a the special meeting of the Partnership held called for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;such purpose. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act shall have expired or been terminated. (c) No suit, action or proceeding All Required Filings and Approvals required to be obtained prior to the Effective Date shall have been filed obtained and not rescinded or otherwise adversely modified or limited (as set forth in the proviso below) or, if merely required to be pending against PDCfiled, LLC such filings shall have been made and accepted, and all waiting periods prescribed by Applicable Law shall have expired or been terminated in accordance with Applicable Law; provided that such approvals shall not contain any conditions or limitations that compel or seek to compel the Surviving Company to dispose of or to hold separately all or any officer, director (including any member portion of the Committee), manager, member business or affiliate assets of PDC the Constituent Companies or LLC challenging their respective Subsidiaries or impose or seek to impose any limitation on the legality ability of the Surviving Company or any aspect Subsidiary of this Agreement, the Surviving Company to conduct its business or own its assets after the Effective Date in substantially the same manner as the Constituent Companies and their respective Subsidiaries may presently conduct their business or own their assets. (d) No order entered or law promulgated or enacted by any Governmental Entity shall be in effect which would prevent the consummation of the Merger or the other transactions related thereto; and (d) The parties to the Merger contemplated hereby, and no proceeding brought by a Governmental Entity shall have made all filings been commenced and registrations withbe pending which seeks to restrain, and notifications toprevent, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of or materially delay or restructure the transactions contemplated by hereby or which otherwise questions the validity or legality of any such transactions. (e) Liberty Mutual Fire Insurance Company, a Massachu- setts mutual property and casualty insurance company ("LMFIC") which is planning to reorganize with Liberty Mutual Holding Company to a stock property and casualty insurance company pursuant to Section 175:19T under the Massachusetts General Laws, has obtained LMFIC policyholder and Massachusetts Commissioner approvals for its proposed plan of reorganization; provided, however, with respect to the condition set forth in this Agreement subsection (other than the filing and recordation of appropriate merger documents required e) only, it may be waived by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementConstituent Companies.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger capital stock of Company and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;of Parent. (b) No provision Neither of the parties hereto shall be subject to any applicable law, rule or regulation and no judgment, order or decree shall make injunction of a court of competent jurisdiction that prohibits the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed. (other than c) No action, suit, proceeding, or investigation to suspend the filing offering of Parent Common Stock in connection with the Merger shall have been initiated and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable)be continuing, and all necessary approvals under state securities laws relating to the issuance or trading of the Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been received. (d) The Registration Statement shall have become effective prior to the mailing by each of the Parent and authorizations Company of the Proxy Statement/Prospectus to their respective stockholders, and consents no stop order suspending the effectiveness of all third partiesthe Registration Statement shall then be in effect. (e) All consents, includingauthorizations, without limitationorders, lenders and all approvals of (or filings or registrations with) any governmental commission, board, or other regulatory authoritiesbody required in connection with the execution, delivery, and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time. (f) The Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been approved for listing on the Nasdaq, subject only to official notice of issuance. (g) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of the transactions contemplated hereby or cause any such transaction to be declared unlawful or rescinded or that could reasonably be expected to cause a Company Material Adverse Effect or a Parent Material Adverse Effect. (h) Parent shall have been advised by BDO Seid▇▇▇, ▇▇P that, based on the information available to BDO Seid▇▇▇, ▇▇P and assuming compliance by Parent and the stockholders of the Company with their covenants and agreements in this Agreement and the agreements to be entered into in connection with the consummation of the transactions contemplated by this Agreement, the Merger will be treatable as a Pooling of Interests; provided, however, that if this closing condition shall not have been satisfied or waived prior to the Closing Date, Parent or the Company shall, if requested by the other party, negotiate in good faith to make such adjustments to the terms and conditions of this Agreement as would enable Parent and the Company to proceed with the Merger on the purchase method of accounting, without restrictions required under the Pooling-of- Interests treatment. (i) Parent, Merger Sub, the Company, and the Escrow Agent shall have been received entered into the escrow agreement set forth as Exhibit D hereto (the "Escrow Agreement"). (j) Each of Tom ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇be▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇hn ▇▇▇▇▇▇▇▇ ▇▇▇ Ray ▇▇▇▇▇ ▇▇▇ll not have repudiated in any manner the employment agreements set forth as Exhibit C-1, C-2, C-3 and C-4, respectively. (k) Davi▇, ▇▇▇▇▇▇ & ▇tub▇▇ ▇▇▇ shall have rendered an opinion, in form and substance reasonably satisfactory to Parent and the Company, that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code (which shall be supported in part by customary certificates of officers of Parent and the Company). (l) All documents and instruments to be delivered by the parties in connection with the transactions contemplated hereby shall be in full force form and effectsubstance reasonably satisfactory to the parties and their respective counsel, except for and the parties shall have received such filings, registrations, notifications, approvals, authorizations other documents and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementinstruments as they may reasonably request in connection therewith.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall will be subject to the satisfaction on fulfillment at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this This Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received duly approved, to the extent required by applicable law or rule by (i) the holders of the outstanding USCS Stock entitled to vote and (ii) the holders of the outstanding DST Common Stock entitled to vote. (b) The waiting period applicable to the consummation of the Merger under the HSR Act shall be have expired or been earlier terminated. (c) The Registration Statement on Form S-4 that includes the Joint Proxy Statement/Prospectus shall have become effective in full force accordance with the provisions of the Securities Act and any necessary state securities law approvals shall have been obtained and no stop orders with respect thereto shall have been issued by the SEC and remain in effect. (d) No Governmental Entity shall have enacted, except for such filingsissued, registrationspromulgated, notifications, approvals, authorizations enforced or entered any Legal Requirement that remains in effect and consents, has the failure effect of which to make making the transactions contemplated by this Agreement illegal or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate otherwise prohibiting the transactions contemplated by this Agreement, or that questions the validity or the legality of the transactions contemplated by this Agreement and that could reasonably be expected to materially and adversely affect the value of the business of USCS, it being agreed that each party will use its reasonable best efforts to have any such injunction lifted. All material consents of Governmental Entities required to be obtained with respect to the Merger and the other transactions contemplated by this Agreement shall have been obtained. (e) As of the Effective Time, the shares of DST Common Stock issued in connection with the Merger will be approved for listing on the NYSE and the Chicago Stock Exchange, subject to satisfaction of applicable NYSE and Chicago Stock Exchange requirements upon official notice of issuance. (f) DST and USCS shall have each received the written opinion of its respective counsel, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, or other evidence, in form and substance reasonably satisfactory to it, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code. In rendering such opinions, such counsel may rely upon representations of the parties contained herein and in certificates of officers of DST, USCS and others. (g) DST and USCS shall have each received letters from PricewaterhouseCoopers LLP ("PWC") dated as of the Closing Date confirming that the Merger may be accounted for as a pooling of interests in accordance with GAAP, Accounting Principles Board Opinion No. 16 and all published rules, regulations and interpretations of the SEC. (h) The Spin-off referred to in Exhibit E-2 hereto shall not have occurred within thirty (30) days prior to the Effective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditionsconditions unless waived by the parties hereto: (a) The Target shall have obtained the necessary approval of its holders of at least Target Common Stock and Target Series A Preferred Stock (voting as a majority separate class) of the issued and outstanding Units held by Investors shall have approved, at a special meeting this Plan of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and hereby; (iib) Buyer shall have obtained the necessary approval of its stockholders of this Agreement, the Plan of Merger and the transactions contemplated therebyhereby; (bc) No provision HR shall have obtained the necessary approval of any applicable lawits stockholders of this Plan of Merger and the transactions contemplated hereby, rule or regulation including the approval to issue the HR Common Stock and the HR Preferred Stock; (d) The Registration Statement pertaining to the HR Common Stock and the HR Preferred Stock shall have become effective in accordance with the provisions of the Securities Act, and no judgmentstop order suspending such effectiveness shall have been issued and remain in effect; (e) Neither Buyer nor Target, order nor any of their respective subsidiaries, shall be subject to any order, decree or decree shall make injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger illegal or prohibit (ii) would impose any material limitation on the ability of Buyer effectively to exercise full rights of ownership of the Surviving Entity or any material portion of the assets or business of Target and the Target Subsidiaries, taken as a whole; (f) All governmental consents, orders and approvals legally required for the consummation of the Merger and the transactions related theretocontemplated hereby, including Target Required Statutory Approvals and Buyer Required Statutory Approvals, shall have been obtained and be in effect at the Effective Time, and all consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained; (cg) No suit, action or proceeding The respective opinions of the financial advisors described in Section 3.31 and Section 4.21 shall not have been filed withdrawn, 46 48 revoked or otherwise be pending against PDC, LLC or modified in any officer, director (including any member material respect as of the Committee), manager, member or affiliate date of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related theretoJoint Proxy Statement; and (dh) The parties Each of Rich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ch▇▇▇ ▇. ▇▇▇▇▇▇, and John ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ll execute and deliver the consulting and non-competition agreements referred to on Exhibit 7.1(h) to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementTarget Disclosure Schedule.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each Effective Time of the following conditions:conditions (unless waived in accordance with the provisions of this Agreement): (a) The holders of at least a majority This Agreement (including the Merger) shall have been approved and adopted by the affirmative vote of the issued and outstanding Units held by Investors shall have approved, at a special meeting stockholders of the Partnership held for that purpose Company (unless the “Special Meeting”), (ivote of stockholders is not required under the DGCL) an amendment to as required by the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger DGCL and the transactions contemplated thereby and (ii) this Agreement, Certificate of Incorporation of the Merger and the transactions contemplated therebyCompany; (b) Parent shall have made, or caused to be made, the Offer, and Parent or Sub shall have previously accepted for payment and paid for Shares pursuant to the Offer in an amount sufficient to satisfy the Minimum Condition of the Offer (as defined herein)and otherwise pursuant to the Offer (provided that the purchase of Shares pursuant to the Offer shall not be a condition to the 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 terms thereof or of this Agreement); and (c) No provision 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 applicable statute, law, rule rule, regulation, executive order, decree, injunction, ruling or regulation and no judgmentother order (whether temporary, order preliminary or decree shall make permanent), or taken any other action, that has the effect of (i) making the Merger illegal or prohibit directly or indirectly restraining, prohibiting or restricting the consummation of the Merger and or (ii) materially changing the transactions related thereto; (c) No suit, action terms or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member conditions of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction on fulfillment or waiver at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders shareholders of at least a majority of the issued and outstanding Units held by Investors PhyAmerica shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment approved all matters relating to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Plan of Merger and the transactions contemplated thereby and (ii) this Agreement, Merger required to be approved by such shareholders by the Merger and votes required under the transactions contemplated thereby;Delaware Act. (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the The Merger and the other transactions related thereto; (c) No suit, action or proceeding contemplated hereby shall have been filed received all Regulatory Approvals, and no such Regulatory Approvals or otherwise be pending against PDC, LLC other required approval shall have imposed any condition or any officer, director (including any member of requirement which would so materially adversely impact the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation economic benefits of the transactions contemplated by this Agreement (other than as to render inadvisable in the filing reasonable opinion of the Boards of Directors of either PhyAmerica or Group and recordation of appropriate merger documents required by Acquisition the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Merger. (c) The Proxy Statement shall have been received reviewed by the SEC and authorized for transmittal to PhyAmerica's shareholders. (d) No Party shall be subject to any Action which enjoins or prohibits the consummation of the Merger or which could constitute a Material Adverse Event as to PhyAmerica or Group and Acquisition. No Action shall be pending or threatened which seeks to restrain or prohibit the Merger or to obtain any substantial monetary or other relief in full force and effectconnection with this Agreement unless in the reasonable opinion of counsel to the Party wishing to proceed (which opinion shall be satisfactory in substance to the other Party in its reasonable judgment), except for such filings, registrations, notifications, approvals, authorizations and consents, Action is likely to be resolved in such a way as to not deprive any Party of any of the failure material benefits to be derived from the consummation of the Merger or in such a way which to make or obtain would not have constitute a material adverse effect on Material Adverse Event as to the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementParty subject thereto.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The Source Voting Proposal shall have been approved in the manner required by applicable law, by the applicable regulations of The Nasdaq Stock Market, Inc. and by the vote of the requisite holders of at least a majority of the issued and outstanding Units held by Investors shares of capital stock of Source under applicable law and the certificate of incorporation of Source. The Company Voting Proposal shall have approved, at a special meeting been approved in the manner required by applicable law and by the vote or written consent of the Partnership held for that purpose (requisite holders of the “Special Meeting”), (i) an amendment to issued and outstanding shares of capital stock of the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger Company under applicable law and the transactions contemplated thereby and (ii) this Agreement, certificate of incorporation of the Merger and the transactions contemplated thereby;Company. (b) No provision of any Any applicable law, rule waiting periods or regulation and no judgment, order or decree shall make consents under the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC HSR Act or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties other applicable Antitrust Laws relating to the Merger shall have made all filings and registrations withexpired, and notifications tobeen terminated or been granted, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for as applicable. (c) None of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its commercially reasonable efforts to have any such injunction lifted. (other d) Other than the filing of the Certificate of Merger, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Authority in connection with the Merger and recordation the consummation of appropriate merger documents required the other transactions contemplated by this Agreement, the failure of which to file, obtain or occur is reasonably likely to have a Source Material Adverse Effect or a Company Material Adverse Effect shall have been filed, been obtained or occurred on terms and conditions which could not reasonably be likely to have a Source Material Adverse Effect or a Company Material Adverse Effect. (e) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for such purpose and no similar proceeding in respect of the Prospectus/Proxy Statement, shall have been initiated or threatened in writing (and not abandoned or withdrawn) by the LLC Act SEC or LLP Actits staff. (f) Prior to the Closing Date, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the Source Common Stock to be issued pursuant to the transactions contemplated by this Agreement shall be approved for listing on the Nasdaq National Market subject to official notice of issuance. (g) Source shall have amended its Articles of Incorporation to increase the authorized shares of Source Common Stock from 40,000,000 to 100,000,000 or shall have effected the Reincorporation to provide for an adequate number of shares of Common Stock for the Share Issuance. (h) The Company shall have obtained the consent of its primary lender, General Electric Capital Corporation ("GECC"), or the Company or Source shall have entered into an alternative financing arrangement for the combined company on terms no less favorable than those offered by GECC. (i) The Distribution shall have been received and shall be consummated in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.accordance with Appendix A.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party the Company, on the one hand, and Parent and Merger Sub, on the other hand, to effect consummate the Merger shall be are subject to the satisfaction on (or prior to waiver by the Closing Date of each Company, Parent and Merger Sub, if permissible under applicable Law) of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Stockholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebybeen obtained; (b) No provision if the Unis Closing Date has not occurred or the Unis Investment has been terminated, the Parent Stockholder Approval shall have been obtained; (c) (i) no Governmental Entity having jurisdiction over the Company, Parent or Merger Sub, any of their respective significant Subsidiaries or any applicable lawof their or their respective significant Subsidiaries’ business properties or assets material to the Company and its Subsidiaries, rule taken as a whole or regulation to Parent, Merger Sub and their respective Subsidiaries, taken as a whole (“Applicable Governmental Entity”) shall have issued an order, decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of the Merger substantially on the terms contemplated by this Agreement which remains in effect and (ii) no judgment, order Law shall have been enacted or decree shall make promulgated by any Applicable Governmental Entity that makes consummation of the Merger illegal and remains in effect; (d) there shall not be pending by any Applicable Governmental Entity any proceeding that seeks to enjoin or otherwise prohibit consummation of the Merger; (e) the waiting period (and any extensions thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or otherwise been terminated, and all consents, approvals or clearances set forth on Section 7.1(e) of the transactions related theretoCompany Disclosure Schedule shall have been obtained; (cf) No suit, action or proceeding the Registration Statement shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Committee), manager, member Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or affiliate threatened in writing by the SEC that have not been withdrawn; (g) the shares of PDC or LLC challenging the legality or any aspect of this Agreement, Parent Common Stock issuable in the Merger or the transactions related theretoshall have been authorized for listing on Nasdaq upon official notice of issuance; and (dh) The parties if the Unis Investment is a “covered transaction” for CFIUS purposes and the Unis Investment has not been terminated or if CFIUS has requested or required a filing with respect to the Merger shall have made all filings and registrations withMerger, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement CFIUS Approval shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementobtained.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership this Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereby shall have been approved and (ii) this Agreement, adopted by the Merger requisite vote of the Sensytech stockholders and the transactions contemplated therebyArgon stockholders under applicable law and the Certificate of Amendment shall have been approved and adopted by the requisite vote of the Sensytech stockholders under applicable law; (b) No provision the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act (and any applicable law, rule other necessary foreign antitrust law or regulation imposing a mandatory waiting period) shall have expired or been terminated; (c) no laws shall have been adopted or promulgated, and no judgmenttemporary restraining order, preliminary or permanent injunction or other order issued by a court or decree other Governmental Entity of competent jurisdiction shall make be in effect, having the effect of making the Merger illegal or prohibit otherwise prohibiting consummation of the Merger; provided, however, that the provisions of this Section 7.1(c) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 6.6 shall have been the cause of, or shall have resulted in, such order or injunction; (d) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions related theretocontemplated hereby shall have been obtained and be in effect on the Closing Date; (ce) No suit, action or proceeding the Form S-4 shall have been filed or otherwise declared effective under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall be in effect, and no proceedings for such purpose shall be pending against PDC, LLC before or any officer, director threatened by the SEC; (f) the shares of Sensytech Common Stock to be issued in the Merger (including any member the shares of Sensytech Common Stock to be reserved for issuance upon exercise of Argon options and rights existing as of the Committee)Effective Time) shall have been approved for listing on the Nasdaq National Market, manager, member or affiliate subject to official notice of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related theretoissuance; and (dg) The parties to the Merger shall have made all filings and registrations with2001, 2002, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of 2003 Argon financial statements audited by G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP included in the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Form S-4 shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have disclosed any change from the Argon Financial Statements that constitutes a material adverse effect Material Adverse Effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementArgon.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction on fulfillment or waiver at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Bank’s shareholders shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment approved and adopted all matters relating to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereby and as required under the TFC, the TBCA and the Bank’s articles of association and bylaws at the Bank Shareholders’ Meeting. (iib) this This Agreement, the Merger and the other transactions contemplated thereby;hereby shall have been approved by the Federal Reserve Board, the Commissioner, the FDIC and any other Regulatory Authorities whose Approval is required for consummation of the transactions contemplated hereby and all applicable waiting periods shall have expired. No such Approval shall be conditioned or restricted in any manner (including requirements relating to the disposition of assets) which in the good faith judgment of Sterling would so adversely impact the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or restriction been known, it would not have entered into this Agreement. (bc) No provision None of Sterling, Merger Sub or the Bank shall be subject to any applicable lawlitigation which seeks any order, rule decree or regulation and no judgment, order injunction of a court or decree shall make the Merger illegal agency of competent jurisdiction to enjoin or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment or waiver, if permissible, at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority the waiting period applicable to the consummation of the issued and outstanding Units held by Investors Merger under the HSR Act shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyexpired or been terminated; (b) No provision of any applicable law, rule no preliminary or regulation and no judgment, permanent injunction or other order or decree shall make the Merger illegal by any federal or prohibit state court which prevents the consummation of the Merger shall have been issued and the transactions related thereto30 remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (c) No suit, no action or proceeding shall have been filed taken, and no statute, rule or otherwise be pending against PDCregulation shall have been enacted, LLC by any state or any officer, director (including any member federal government or governmental agency in the United States which would prevent the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or make the transactions consummation of the Merger illegal; (d) all consents from lenders required to consummate the Merger shall have been obtained and be in effect at the Effective Time; (e) the shares of Parent Common Stock issuable in the Merger and those to be reserved for issuance upon exercise of stock options or warrants or the conversion of convertible debentures shall have been authorized for listing on the NYSE upon official notice of issuance; (f) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, any material state blue sky or securities law shall have been complied with, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (g) Coopers & Lybrand L.L.P., certified ▇▇▇▇▇▇ accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, to the effect that the Merger will qualify for a pooling of interests accounting treatment if consummated in accordance with this Agreement; (h) each of the parties to the Agreement shall have received a letter dated the Closing Date, addressed to the Company, from Arthur Andersen LLP regard▇▇▇ ▇▇c▇ ▇▇▇▇'▇ concurrence with the Company's management's conclusions that no conditions exist related theretoto the Company that would preclude the Parent's accounting for the Merger with the Company as a pooling of interests under Accounting Principles Board Opinion No. 16 if closed and consummated in accordance with this Agreement; and (di) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than and the filing and recordation of appropriate merger documents required by the LLC Act or LLP ActMerger, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received approved and shall be adopted by the affirmative vote of the stockholders of the Company as required by and in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementaccordance with applicable law.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approvedshares of capital stock or beneficial interest of Parent, at a special meeting of the Partnership held for that purpose (the “Special Meeting”)Merger Sub, (i) an amendment Company and REIT Sub entitled to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;vote thereon. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act, if applicable, shall have expired or been terminated. (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member Neither of the Committee), manager, member parties hereto shall be subject to any order or affiliate injunction of PDC or LLC challenging a court of competent jurisdiction which prohibits the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (other than the filing and recordation of appropriate merger documents required d) The Registration Statement shall have been declared effective by the LLC Act or LLP Act, as applicable), SEC and all permits or approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of under state securities or "blue sky" laws to carry out the transactions contemplated by this Agreement shall have been received obtained and no stop order with respect to any of the foregoing shall be in full force effect. (e) Parent and effectthe Surviving Corporation shall have obtained the approval for the listing of the shares of Parent Common Stock and Surviving Corporation Common Stock issuable in the Merger on the NYSE. (f) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement (or necessary to avoid the breach or termination of, or the acceleration of any obligations under, any material agreements of Company or Parent) shall have been obtained or made, except for such filings, registrations, notifications, approvals, authorizations filings to be made after the Effective Time and consents, except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not affect the legality of the transactions and would not otherwise have a material adverse Material Adverse Effect on Parent and Company (and their respective subsidiaries), taken as a whole, following the Effective Time. (g) Company and Parent shall each have received an opinion from their respective counsel to the effect on that the business Merger will qualify as a reorganization under Section 368 of the Code. (h) Company and Parent shall each have received (i) evidence reasonably and mutually satisfactory to each of them that, upon the Merger, an owner's or financial condition mortgagee's policy of PDCtitle insurance, LLC as the case may be, issued by a nationally recognized title insurance company in a form and containing coverages customarily approved and required by institutional investors and otherwise meeting the requirements set forth in the second sentences of Sections 2.22(a) and (b) and 3.22(a) and (b), will be issued (or endorsed over) to the Partnership or Surviving Corporation with respect to each Company Property, each Company Mortgage Loan, each Parent Property and each Parent Mortgage Loan, and (ii) such estoppel letters from tenants of Parent and Company as the ability of PDC, LLC or parties hereto mutually deem to be advisable under the Partnership to consummate the transactions contemplated by this Agreementcircumstances.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date of each of the following conditions: (a) The This Agreement shall have been approved and adopted by the affirmative vote of the holders of at least a majority of the issued outstanding ENTECS Shares and outstanding Units held by Investors shall have approved, at a special meeting the issuance of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment TES Shares pursuant to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby other terms of this Agreement shall have been approved by the affirmative vote of the holders of a majority of the TES Shares present at the meeting and entitled to vote. (iib) this AgreementOther than the filing provided for by Section 1.01, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods (including the waiting period under the HSR Act) imposed by, any Governmental Entity, and all required third party consents, the failure to obtain which would have a material adverse effect on TES and its subsidiaries, including the Surviving Corporation and its subsidiaries, taken as a whole, shall have been filed, occurred or been obtained. TES shall have received all state securities or "Blue Sky" permits and other authorizations necessary to issue the TES Shares pursuant to the Merger and the transactions contemplated thereby;other terms of this Agreement. (bc) The S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (d) No provision of statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any applicable law, rule court or regulation and no judgment, order or decree shall make the Merger illegal or prohibit governmental authority which prohibits the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction on fulfillment or waiver at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company shareholders shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment approved and adopted all matters relating to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereby and (ii) this Agreement, as required under the Merger TBCA and the transactions contemplated thereby;Company’s Articles of Incorporation at the Company Shareholders’ Meeting. (b) This Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby shall have been approved by the Federal Reserve Board, the Commissioner, the OCC, the FDIC and any other Regulatory Authorities whose approval is required for consummation of the transactions contemplated hereby (other than the Bank Merger) and all applicable waiting periods shall have expired. No provision such approval or consent shall be conditioned or restricted in any manner (including requirements relating to the disposition of assets) which in the good faith judgment of Sterling would so adversely impact the economic or business benefits of the transactions contemplated by this Agreement that, had such condition or restriction been known, it would not have entered into this Agreement. (c) Neither Sterling nor the Company shall be subject to any applicable lawlitigation which seeks any order, rule decree or regulation and no judgment, order injunction of a court or decree shall make the Merger illegal agency of competent jurisdiction to enjoin or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority the Underwriting Agreement related to the IPO shall have been executed and the closing of the sale of Centerprise Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder; (b) the closings of the transactions contemplated under each of the Other Agreements shall have occurred simultaneously with the Closing hereunder, unless terminated in accordance with Section 7.3 of the applicable Other Agreement; (c) the Registration Statements shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (d) no preliminary or permanent injunction or other order or decree shall be pending or issued by any federal or state court which seeks to prevent or prevents the “Special Meeting”), (i) an amendment to consummation of the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this AgreementIPO, the Merger or any of the Other Mergers shall have been issued and remain in effect; (e) the minimum condition set forth in line X on Schedule 2.1 shall have been satisfied; (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or any of the Other Mergers or make the consummation of the Merger or any of the Other Mergers illegal; (g) all material governmental and third party waivers, consents and approvals required for the consummation of the Merger or any of the Other Mergers and the transactions contemplated thereby hereby and by the Other Agreements (iiincluding, without limitation, any consents listed on Schedules 4.3.2 or 4.12) shall have been obtained and be in effect; (h) no action, suit or proceeding with respect to the Merger has been filed or threatened by a third party and remains threatened or remains pending before any court, Governmental Authority or regulatory Person; (i) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding hereby shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of approved and adopted by the Committee), manager, member or affiliate of PDC or LLC challenging Company's stockholder in the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents manner required by any applicable Law and the LLC Act or LLP Act, as applicable), Company's Organizational Documents and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement such approval shall have been received and shall be remain in full force and effect, except ; and (j) Centerprise shall have entered into one or more credit facilities providing for such filings, registrations, notifications, approvals, authorizations and consents, the failure aggregate commitments of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementless than $75 million.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Required Vote shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision of any applicable law, rule or regulation and no judgment, order or decree The Parent Required Vote shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto;have been obtained. (c) No suit, action All Consents or proceeding shall have been filed or otherwise authorizations that are required to be pending against PDC, LLC or obtained from any officer, director (including any member Governmental Entity are set forth in Section 8.1(c) of the Committee)Company Disclosure Letter or Section 8.1(c) of the Parent Disclosure Letter or identified following the date hereof, manager, member or affiliate notice of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties which will be promptly provided to the Merger shall have made all filings and registrations withother parties hereto, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of in each case in connection with the transactions contemplated by this Agreement shall have been received obtained and shall be in full force and effecteffect and shall be free of any conditions, except statements or conclusions of fact or law adverse to any party hereto or their respective Affiliates which conditions, statements or conclusions of fact or law would individually or, in the aggregate, result in a Company Material Adverse Effect or Parent Material Adverse Effect. (d) No order, injunction, statute, rule, regulation or decree shall have been issued, enacted, entered, promulgated or enforced by a Governmental Entity that remains in effect and prohibits, precludes, restrains, enjoins or makes illegal the consummation of the Merger or the Parent Stock Issuance. (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceeding for such filingspurpose shall be pending before or, registrationsto the Knowledge of the Company or the Knowledge of Parent, notifications, approvals, authorizations and consents, threatened by the failure SEC. (f) The shares of which Parent Common Stock to make or obtain would not be issued pursuant to this Agreement shall have a material adverse effect been approved for listing on the business NASDAQ, subject to official notice of issuance, and the Parent’s symbol for trading on NASDAQ shall be changed to “XTIA” or financial condition of PDC, LLC or such other symbol agreed upon by Parent and the Partnership or Company if such symbol is unavailable. (g) Parent shall have received all necessary approval for the ability of PDC, LLC or Merger and the Partnership to consummate the other transactions contemplated by this AgreementAgreement under NASDAQ Listing Rule 5110(a), such that Parent will be able to satisfy the NASDAQ initial listing requirements upon Closing.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment capital stock of Price REIT and Kimco entitled to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;vote thereon. (b) No provision Neither of the parties hereto shall be subject to any applicable law, rule or regulation and no judgment, order or decree shall make injunction of a court of competent jurisdiction which prohibits the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of to carry out the transactions contemplated by this Agreement shall have been received obtained and no stop order with respect to any of the foregoing shall be in full force effect. (d) Kimco shall have obtained the approval for the listing of the Kimco Common Stock and effectKimco Depositary Shares issuable in the Merger on the NYSE, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business business, results of operations or financial condition of PDCKimco and Price REIT (and their respective Subsidiaries), LLC or taken as a whole, following the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Company Shareholder Approval shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;been obtained. (b) No provision of The waiting periods (and any extensions thereof) applicable to the Merger under the HSR Act and any applicable lawforeign antitrust laws, rule rules or regulation and no judgment, order regulations shall have been terminated or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto;have expired. (c) No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, “Restraints”) shall be in effect, and there shall not be pending or threatened any suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or by any officer, director Governmental Entity (including any member i) preventing the consummation of the Committee)Merger, manager(ii) prohibiting or limiting the ownership or operation by the Company or the Parent and their respective Subsidiaries of any portion of the business or assets of the Company or the Parent and their respective Subsidiaries taken as a whole, member or affiliate compelling the Company or the Parent and their respective Subsidiaries to dispose of PDC or LLC challenging hold separate any portion of the legality business or any aspect assets of this Agreementthe Company or the Parent and their respective Subsidiaries, taken as a whole, as a result of the Merger or any of the transactions related thereto; andother Transactions or the Shareholders Agreement or (iii) which otherwise would reasonably be likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect. (d) (i) The parties Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and (ii) any state securities or “blue sky” authorization necessary to carry out the Transaction shall have been obtained and be in effect. (e) The shares of Parent Common Stock issuable to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, Company's Shareholders as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance. (f) The Company and the Parent shall have received an opinion from their respective counsel, dated as of the Effective Time, to the effect that assuming the Second-Step Merger is consummated, the Reverse Merger will qualify as a reorganization within the meaning of Section 368 of the Code. The issuance of such opinion shall be conditioned upon the receipt of counsel of customary representation letters of the Company, the Parent, FIS, Merger Sub and the Merger LLC, in each case in form and substance reasonably satisfactory to each such counsel. Each such representation letter shall be dated on or before the date of such opinion and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a been withdrawn or modified in any material adverse effect on respect. The opinion condition referred to in this Section 6.1(f) shall not be waivable after receipt of the business or financial condition of PDCCompany Shareholder Approval, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementunless further shareholder approval is obtained with appropriate disclosure.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall will be subject to the satisfaction on fulfillment at or prior to before the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law, by the certificate of incorporation of the corporation and by the applicable regulations of any stock exchange or other regulatory body, as the case may be, by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;capital stock of ZT. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related thereto;HSR Act shall have expired or been terminated. (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member None of the Committee)parties shall be subject to any order or injunction of a court of competent jurisdiction, manager, member or affiliate of PDC or LLC challenging which prohibits the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. If any such order or injunction shall have been issued, each party agrees to use its commercially reasonable best efforts to have any such injunction lifted. (d) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other than regulatory body required in connection with the filing execution, delivery and recordation performance of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business business, results of operations or financial condition of PDCIR and ZT (and their respective Subsidiaries), LLC or taken as a whole, following the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be are subject to the satisfaction on or prior to waiver, where permissible, before the Closing Date of each Effective Time, of the following conditions: (a) The holders no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated, or enforced by any court or Governmental Authority which is in effect and has the effect of at least a majority prohibiting the consummation of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Merger; and (b) No provision (i) in the case of any applicable lawthe Parent's obligations, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit (x) all other Parent Required Statutory Approvals necessary for the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise obtained and be pending against PDC, LLC or any officer, director (including any member of in effect at the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations withEffective Time, and notifications to, (y) all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required other consents or approvals of Governmental Authorities necessary for the consummation of the Merger and the transactions contemplated by this Agreement (other than shall have been obtained and be in effect at the filing and recordation of appropriate merger documents required by Effective Time, except where the LLC Act failure to obtain any such consent or LLP Actapproval could not reasonably be expected to have, as applicable)individually or in the aggregate, a Parent Material Adverse Effect, and (ii) in the case of the Company's obligations, (x) all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required other Company Required Statutory Approvals necessary for the consummation of the Merger and the transactions contemplated by this Agreement hereby shall have been received obtained and shall be in full force effect at the Effective Time, and effect(y) all other consents or approvals of Governmental Authorities necessary for the consummation of the Merger and the transactions shall have been obtained and be in effect at the Effective Time, except for such filings, registrations, notifications, approvals, authorizations and consents, where the failure of which to make obtain any such consent or obtain would approval could not reasonably be expected to have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be are subject to the satisfaction on or waiver, where legally permissible, prior to the Closing Date of each Effective Time of the following conditions: (a) The holders Stockholder Approval of at least a majority of the issued and outstanding Units held by Investors this Agreement shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebybeen obtained; (b) No provision statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental authority of any applicable lawcompetent jurisdiction which restrains, rule enjoins or regulation and no judgment, order or decree shall make the Merger illegal or prohibit otherwise prohibits the consummation of the Merger Merger; PROVIDED, HOWEVER, that the Company, Parent and the transactions related theretoSub shall use their reasonable best efforts to have any such order, decree or injunction vacated; (c) No suit, action or proceeding The applicable waiting period under the HSR Act shall have expired or been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related theretoterminated; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement FCC Order shall have been received obtained without the imposition of any conditions or restrictions that (i) seek to prohibit or limit the ownership or operation by any of the Parent Stockholders or the Surviving Corporation or any portion of its or their respective businesses or assets, or to compel any Parent Stockholder or the Surviving Corporation to dispose of or hold separate any portion of their business or assets, (ii) seek to impose material limitations on the ability of any Parent Stockholder to acquire or hold equity interests of the Parent, exercise the minority protective provisions contemplated by the Parent or modify in any material respect the economic arrangement among and shall be between the Parent Stockholders, (iii) seek to prohibit any Parent Stockholder from effectively controlling in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure any respect any of which to make or obtain would not have a material adverse effect on the business or operations of such Parent Stockholder, or (iv) which otherwise is reasonably likely to adversely effect the financial condition condition, results of PDCoperations or business of any Parent Stockholder, LLC the Parent or the Partnership Surviving Corporation, that, in the case of conditions or restrictions of the ability of PDCtype referred to in clauses (i), LLC (ii) or the Partnership (iii), are not acceptable to consummate the transactions contemplated by this AgreementParent in its sole discretion ("ACCEPTABLE FCC ORDER").

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the capital stock of Company and of Parent and Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Sub. (b) No provision None of the parties hereto shall be subject to any applicable law, rule or regulation and no judgment, order or decree shall make injunction of a court of competent jurisdiction that prohibits the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted or order reversed. (other than c) No action, suit, proceeding, or investigation to suspend the filing offering of Parent Common Stock in connection with the Merger shall have been initiated and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable)be continuing, and all necessary approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation under state securities laws relating to the issuance or trading of the transactions contemplated by Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been received. (d) All consents, authorizations, orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body required in connection with the execution, delivery, and performance of this Agreement shall have been received obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time. (e) The Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been approved for listing on the Nasdaq, subject only to official notice of issuance. (f) No action, suit, or proceeding shall be pending or threatened by or before any court or governmental body in which an unfavorable judgment, order, or decree would prevent any of the transactions contemplated hereby or cause any such transaction to be declared unlawful or rescinded or that could reasonably be expected to cause a Company Material Adverse Effect or a Parent Material Adverse Effect. (g) Parent, Merger Sub, the Company, and the Escrow Agent shall have entered into the escrow agreement set forth as Exhibit B hereto (the "Escrow Agreement"). (h) Davi▇, ▇▇▇▇▇▇ & ▇tub▇▇ ▇▇▇ shall have rendered an opinion, in form and substance reasonably satisfactory to Parent and the Company, that the Merger qualifies as a tax-free reorganization under Section 368(a) of the Code (which shall be supported in part by customary certificates of officers of Parent and the Company). (i) All documents and instruments to be delivered by the parties in connection with the transactions contemplated hereby shall be in full force form and effectsubstance reasonably satisfactory to the parties and their respective counsel, except for and the parties shall have received such filings, registrations, notifications, approvals, authorizations other documents and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementinstruments as they may reasonably request in connection therewith.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to this Agreement to effect the Merger shall be is subject to the satisfaction or waiver (where permissible pursuant to applicable Law) on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Merger Subs. Parent shall have approved, at a special meeting of completed the Partnership held following actions for that purpose (the “Special Meeting”), Merger Subs: (i) an amendment to Filed the Limited Partnership articles of incorporation for the First Merger Sub; (ii) Filed the articles of organization for the Second Merger Sub; (iii) Caused the First Merger Sub board by resolutions duly adopted by a unanimous vote at a meeting of all directors of First Merger Sub duly called and held and, not subsequently rescinded or modified in any way, has (A) determined that this Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby hereby, including the First Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, First Merger Sub and Parent, as the sole stockholder of First Merger Sub, (iiB) approved and declared advisable this Agreement, including the Merger execution, delivery, and performance thereof, and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement, including the First Merger, upon the terms and subject to the conditions set forth herein, and (C) resolved to recommend that Parent, as the sole stockholder of First Merger Sub, approve the adoption of this Agreement in accordance with the DGCL; and (other than iv) Caused the filing and recordation of appropriate merger documents required Second Merger Sub by resolutions duly adopted by the LLC Act Sole Member of the Second Merger Sub, and not subsequently rescinded or LLP Actmodified in any way, has (A) determined that this Agreement and the transactions contemplated hereby, including the Second Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Second Merger Sub and Parent, as applicable)the sole member of Second Merger Sub, (B) approved and declared advisable this Agreement, including the execution, delivery, and all approvals performance thereof, and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for the consummation of the transactions contemplated by this Agreement, including the Second Merger, upon the terms and subject to the conditions set forth herein, and (C) resolved to recommend that Parent, as the sole member of Second Merger Sub, approve the adoption of this Agreement in accordance with the DLLCA. (b) No Injunctions, Restraints, or Illegality. No Governmental Entity having jurisdiction over any party hereto shall have been received and shall be in full force and effectenacted, except for such filingsissued, registrationspromulgated, notificationsenforced, approvalsor entered any Laws or Orders, authorizations and consentswhether temporary, preliminary, or permanent, that make illegal, enjoin, or otherwise prohibit consummation of the Merger, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDCParent Stock Issuance, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the other transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;[Intentionally Omitted] (b) No provision of any [Intentionally Omitted] (c) the waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger and under the transactions related theretoHSR Act, if any, shall have expired or been terminated; (cd) No suit, action no preliminary or proceeding permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been filed issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or otherwise be pending against PDCdecree lifted); (e) no statute, LLC rule or regulation shall have been enacted by any officer, director (including any member state or federal government or governmental agency in the United States which would prevent the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or make the transactions related theretoMerger illegal; (f) [Intentionally Omitted] (g) Arth▇▇ ▇▇▇e▇▇▇▇, ▇.L.P., certified public accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, to the effect that the Merger will qualify for a pooling of interests accounting treatment if consummated in accordance with this Agreement; and (dh) The each of the parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received a letter dated the Closing Date, addressed to the Company, from McGladrey & Pull▇▇, ▇▇P, certified public accountants for the Company, regarding such firm's concurrence with the Company's management's conclusions that no conditions exist related to the Company that would preclude the Parent's accounting for the Merger with the Company as a pooling of interests under APB Opinion No. 16 if closed and shall be consummated in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by accordance with this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors This Agreement shall have approved, at a special meeting of been approved by the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Company Required Vote. (b) No provision of All Consents or authorizations that are required to be obtained from any applicable law, rule or regulation State Regulator and no judgment, order or decree shall make the Merger illegal or prohibit the consummation are set forth in Section 8.1(b) of the Merger and the transactions related thereto; (cCompany Disclosure Letter or Section 8.1(b) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee)Parent Disclosure Letter or identified following the date hereof, manager, member or affiliate notice of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties which will be promptly provided to the Merger shall have made all filings and registrations withother parties hereto, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of in each case in connection with the transactions contemplated by this Agreement shall have been received obtained and shall be in full force and effecteffect and shall be free of any conditions, except for such filingsstatements or conclusions of fact or law adverse to any party hereto or their respective Affiliates which conditions, registrationsstatements or conclusions of fact or law would individually or, notificationsin the aggregate, approvalsresult in a Company Material Adverse Effect or Parent Material Adverse Effect. (c) No order, authorizations and consentsinjunction, statute, rule, regulation or decree shall have been issued, enacted, entered, promulgated or enforced by a Governmental Entity that prohibits, precludes, restrains, enjoins or makes illegal the failure consummation of the Merger, New Parent Incentive Plan or Parent Stock Issuance. (d) No statute, rule or regulation shall have been enacted or promulgated by any federal or state Governmental Entity of competent jurisdiction which to make or obtain would not have a material adverse effect on prohibits the business or financial condition consummation of PDC, LLC the Merger or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementParent Stock Issuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger and the other transactions contemplated hereby to occur at the Effective Time shall be subject to the satisfaction fulfillment on or prior to the Closing Date of each Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by the parties hereto, to the extent permitted by applicable law: (a) The Legacy Voting Proposals shall have been approved by the requisite vote of the holders of at least a majority the Legacy Common Stock, and the Enterprises Voting Proposals shall have been approved by the requisite vote of the issued and outstanding Units held by Investors shall have approved, at a special meeting holders of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger Enterprises Common Stock and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Enterprises Preferred Stock. (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation None of the Merger parties hereto shall be subject to any order, ruling or injunction of a court of competent jurisdiction, and the transactions related thereto; (c) No suit, action or proceeding there shall not have been filed enacted any statute or otherwise be pending against PDCregulation, LLC which prohibits or any officer, director (including any member of makes illegal the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order, ruling or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such order, ruling or injunction lifted, stayed or reversed. (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of to carry out the transactions contemplated by this Agreement shall have been received obtained and no stop order with respect to any of the foregoing shall be in full force effect and effectno proceedings for that purpose shall have been initiated or, to the knowledge of Enterprises or Legacy, threatened by the SEC. (d) Enterprises shall have obtained the approval for the listing of the Enterprises Common Stock issuable in the Merger on Nasdaq (unless an alternative national securities exchange is selected in accordance with Section 6.9, and in that instance, the approval of such other exchange shall have been obtained), subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business business, results of operations or financial condition of PDCEnterprises or Legacy (together with their respective Subsidiaries), LLC or taken as a whole, following the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to consummate and effect the Merger shall be subject to the satisfaction on or prior to or at the Closing Date of each as hereinafter provided of the following conditions, each of which may be waived in whole or in part by the written agreement of the Parties, to the extent permitted by Law: (a) The holders expiration of at least a majority all applicable waiting periods in connection with the transactions contemplated hereby and by the Stock Purchase Agreement pursuant to the HSR Act, and the receipt of all required approvals from any Governmental Entity and the expiration of all required waiting periods pursuant to any material applicable statutes, rules, regulations, orders or decrees of Canada that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (together with the HSR Act, the "Antitrust Laws"), shall have been obtained by the Company and Parent. (b) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity or Accrediting Body required by or with respect to the Company, Parent or any of their respective subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the issued Merger and outstanding Units held other transactions contemplated hereby and by Investors the Stock Purchase Agreement shall have approvedbeen obtained or made except for such consents, at approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected to have, individually or in the aggregate, a special meeting of Material Adverse Effect on the Partnership held for that purpose Company or Parent or materially impair the Company's, Parent's or Merger Sub's ability to consummate the Merger. (the “Special Meeting”), (ic) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this This Agreement, the Merger and the transactions contemplated thereby by this Agreement shall have received the requisite approval and (ii) this Agreement, authorization of the Merger Stockholders in accordance with applicable Law and the transactions contemplated thereby;Articles of Incorporation and Bylaws of the Company. (bd) No provision of Law shall have been enacted or promulgated by any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit Governmental Entity which prohibits the consummation of the Merger and or the transactions related thereto;contemplated by the Stock Purchase Agreement; and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the Merger. (ce) The Company shall have cleared all of the Securities and Exchange Commission's comments to the Proxy Statement. No proceeding preventing distribution of the Proxy Statement or any part thereof shall have been initiated or threatened in writing by the SEC, and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the parties hereto. (f) No suitaction, action suit or proceeding shall have been filed or otherwise be pending against PDCbefore any Governmental Entity which is reasonably likely to result in a judgment, LLC order, decree, stipulation or injunction would (i) prevent consummation of any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement or the Stock Purchase Agreement, (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation ii) cause any of the transactions contemplated by this Agreement shall have been received or the Stock Purchase Agreement to be rescinded following consummation or (iii) affect adversely the right of Parent to own, operate or control any material portion of the assets and operations of the Surviving Corporation and each of its Subsidiaries following the transactions contemplated herein or in the Stock Purchase Agreement, and no such judgment, order, decree, stipulation or injunction shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party Party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) 8.1.1 The holders approval of at least a majority Gull's Stockholders and of the issued and outstanding Units held by Investors Supervisory Board of Fresenius shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebybeen obtained; (b) No provision of any 8.1.2 The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or been terminated and no objections to the transactions related theretoMerger shall have been raised in connection with such filing; (c) 8.1.3 No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; provided, however, that each of the Parties shall have used reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; 8.1.4 There shall not have been instituted or be pending, or threatened, any suit, action or proceeding shall have been filed by any Person or otherwise be pending against PDC, LLC entity as a result of this Agreement or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than hereby which, if such Person or entity were to prevail, would reasonably be expected to prevent the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make Merger or obtain would not have a material adverse effect on the business or business, financial condition or results of PDCoperations of Gull and its Subsidiaries, LLC or taken as a whole; and 8.1.5 Gull shall have received a letter from its financial advisor, dated the Partnership or Closing Date, stating that the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementFairness Opinion is in full force and effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by Applicable Law): (a) The holders of at least a majority of This Agreement and the issued and outstanding Units held by Investors Merger shall have approved, at a special meeting of been adopted and approved by the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyRequired Vote; (b) No provision of any applicable lawstatute, rule rule, order, decree or regulation shall have been enacted or promulgated, and no judgmentaction shall have been taken, order by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or decree shall make the Merger illegal permanently restrains, precludes, enjoins or prohibit otherwise prohibits the consummation of the Merger and or makes the transactions related thereto;Merger illegal; and (c) No suitOther than filing the Articles of Merger in accordance with the TBCA, action or proceeding shall have been filed or otherwise all authorizations, consents and approvals of all Governmental Entities required to be pending against PDC, LLC or any officer, director (including any member obtained prior to consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained, except for such filingsauthorizations, registrations, notifications, approvals, authorizations and consents, and approvals the failure of which to make be obtained individually or obtain in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on any party to this Agreement. (d) All material adverse effect consents and approvals of any Person that the Company or any of its Subsidiaries are required to obtain in connection with the consummation of the Merger, including consents and approvals from parties to loans, contracts, leases or other agreements, shall have been obtained, and a copy of each such consent and approval shall have been provided to Purchaser at or prior to the Closing, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the business or financial Company; provided, however, that with respect to any required consent that is not obtained, this condition will be deemed to be satisfied unless Purchaser and Merger Sub shall have used their respective best efforts to have caused the Company to have obtained such consent. (e) All of PDCthe closing conditions under the Interest Purchase Agreement, LLC or dated as of the Partnership or date hereof, by and among the ability Purchaser and Slough Estates plc (the "IPA") (other than those conditions which relate to actions to be taken at the closing of PDC, LLC or the Partnership to consummate Transfer (as defined in the IPA) and the other transactions contemplated by the IPA) have been satisfied or waived (subject to Applicable Law and in accordance with the terms of the IPA) and the consummation of the Transfer and the other transactions contemplated by the IPA shall have occurred; provided that this Agreementcondition shall be deemed satisfied if the Effective Time occurs simultaneously with the closing of the Transfer and the other transaction contemplated by the IPA.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (ai) The This Agreement and the Merger shall have been adopted and approved by the affirmative vote of holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment Company Common Stock entitled to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and vote thereon; and (ii) this Agreement, The issuance of the shares of Parent Common Stock pursuant to the Merger shall have been approved by the holders of issued and outstanding shares of Parent Common Stock as and to the transactions contemplated thereby;extent required by the rules of the NYSE. (b) No provision of any The waiting period applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit to the consummation of the Merger shall have expired or been terminated under (i) the HSR Act and (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the transactions related thereto;failure to observe such waiting period referred to in this clause (ii) would have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) No suitNone of the parties hereto shall be subject to any decree, action order or proceeding injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 7.5, and with respect to other matters not covered by Section 7.5, to use its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been filed enacted by any governmental authority which prohibits or otherwise be pending against PDC, LLC or any officer, director (including any member makes unlawful the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andMerger. (d) The parties Form S-4 shall have become effective and no stop order with respect thereto shall be in effect. (e) The shares of Parent Common Stock to be issued pursuant to the Merger shall have made all filings been authorized for listing on the NYSE, subject to official notice of issuance. (f) Parent and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required the Company shall have received from Deloitte & Touche LLP letters that the Merger will be treated as a "pooling of interests" for consummation financial accounting purposes. (g) The Company shall have received the written consent of the transactions contemplated by this Agreement United States Nuclear Regulatory Commission (other than "NRC") to the filing and recordation transfer of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents control of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation NRC licenses of the transactions contemplated by this Agreement shall have been received Company and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which its Subsidiaries pursuant to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement10 CFR 30.34(b).

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority Falcon shall have accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn; provided, however, that neither Falcon nor Sub may invoke this condition if Sub shall have failed to purchase Shares so tendered and not withdrawn in violation of the issued and outstanding Units held by Investors shall have approved, at a special meeting terms of this Agreement or the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby;Offer. (b) No provision The holders of any issued and outstanding shares of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Common Stock shall have duly approved the Merger in the manner, if any, required by applicable law; provided that Falcon and Sub shall vote all of their Shares in favor of the Merger. (c) No statute, rule rule, regulation, executive order, decree, ruling or regulation and no judgmentinjunction shall have been enacted, order entered, promulgated or enforced by any court or other tribunal or governmental body or authority which prohibits the consummation of the transactions contemplated herein substantially on the terms contemplated hereby. If any order, decree or injunction is issued, each party shall make the Merger illegal use its reasonable efforts to remove any such order, decree or prohibit injunction. (d) Any waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and the transactions related thereto; (c) No suit, action or proceeding all consents and authorizations shall have been filed obtained the failure to have obtained which would violate any applicable law, rule, or otherwise be pending against PDC, LLC regulation or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andhave a Material Adverse Effect. (de) The parties Sub shall have purchased Shares pursuant to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementOffer.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed instituted before a court or otherwise be pending against PDC, LLC other governmental body by any governmental agency or any officer, director (including any member public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement or the related agreements or the consummation of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or Merger; and no governmental agency shall have given notice to any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties party hereto to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Merger. (other than b) The PMT Common Stock to be issued in the filing and recordation of appropriate merger documents required by Merger shall have been listed on the LLC Act or LLP Act, as applicable)NASDAQ, and all necessary state securities law permits or approvals shall have been obtained. (c) All consents, authorizations, orders and authorizations approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and consents performance of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business or financial condition of PDCPMT and Bancard, LLC or taken as a whole, following the Partnership or Effective Time. (d) PMT shall have received from Bancard copies of all resolutions adopted by the ability Board of PDC, LLC or the Partnership to consummate Directors and shareholders of Bancard in connection with this Agreement and the transactions contemplated hereby. Bancard shall have received from PMT and Merger Sub copies of all resolutions adopted by the Board of Directors of each respective company and the shareholders of Merger Sub in connection with this AgreementAgreement and the transactions contemplated hereby. (e) PMT, Bancard and the Bancard Controlling Shareholders shall have executed written agreements concerning: (i) employment of ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ , and (ii) employee options for non- Bancard Shareholders.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on at or prior to the Closing Date of each Effective Time of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors No statute, rule, regulation, executive order, decree or injunction shall have approvedbeen enacted, at a special meeting entered, promulgated or enforced by any United States court or Governmental Entity of the Partnership held for competent jurisdiction that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit prohibits the consummation of the Merger and shall be in effect. (b) Coopers & Lybrand shall have confirmed in writing the transactions related thereto;draft letter of Coopers & ▇▇▇▇▇▇d to Chesapeake of even date herewith that the transaction cont▇▇▇▇▇▇▇d by this Agreement will qualify as a pooling- of-interests transaction under Opinion No. 16 of the Accounting Principles Board; provided, however, that the failure to satisfy this condition shall not relieve Chesapeake of its obligation to effect the Merger if such failure (i) is the result of any willful act or omission by Chesapeake that makes the representations, warranties or covenants of Chesapeake set forth in the draft letter from Chesapeake to Coopers & Lybrand, dated as of the date of this Agreement, untrue or incorrect ▇▇ ▇▇▇ material respect and (ii) but for the willful act or omission referred to in clause (i), Coopers & Lybrand would have confirmed in writing that the transaction contempl▇▇▇▇ ▇▇ this Agreement would have qualified as a pooling-of-interests transaction under Opinion No. 16 of the Accounting Principles Board. (c) No suit, action or proceeding The Closing shall have been filed or otherwise be pending against PDCtaken place no later than March 31, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and1997. (d) The parties to the ESRE Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received entered into by all necessary parties; the Closing of the ESRE Merger Agreement shall take place simultaneously with the closing of this Agreement; and the effective time under the ESRE Merger Agreement shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, occur simultaneously with the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by Effective Time under this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger and the other transactions contemplated hereby to occur at the Effective Time shall be subject to the satisfaction fulfillment on or prior to the Closing Date of each Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by the parties hereto, to the extent permitted by applicable law: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership This Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreementhereby shall have been approved by the New Plan Required Vote, with respect to the Merger and Trust Amendments, and by the transactions contemplated thereby;Excel Required Vote, with respect to the Excel Stockholder Matters. (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation None of the Merger parties hereto shall be subject to any order, ruling or injunction of a court of competent jurisdiction, and the transactions related thereto; (c) No suit, action or proceeding there shall not have been filed enacted any statute or otherwise be pending against PDCregulation, LLC which prohibits or any officer, director (including any member of makes illegal the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement Agreement. In the event any such order, ruling or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such order, ruling or injunction lifted, stayed or reversed. (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of to carry out the transactions contemplated by this Agreement shall have been received obtained and no stop order with respect to any of the foregoing shall be in full force effect and effectno proceedings for that purpose shall have been initiated or, to the knowledge of Excel or New Plan, threatened by the SEC. (d) Excel shall have obtained the approval for the listing of the Excel Common Stock and Excel Series D Depositary Shares issuable in the Merger or upon exercise of the New Plan Options assumed by Excel hereunder, in each case on the NYSE, subject to official notice of issuance. (e) All consents, authorizations, order and approvals of (or filings of registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a been material adverse effect on the business business, results of operations or financial condition of PDCExcel or New Plan (together with their respective Subsidiaries), LLC or taken as a whole, following the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this AgreementEffective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed instituted before a court or otherwise be pending against PDC, LLC other governmental body by any governmental agency or any officer, director (including any member public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger Agreement or the transactions related theretoagreements or the consummation of the Merger; and (d) The parties and no governmental agency shall have given notice to any party hereto to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Merger. (other than b) The PMT Common Stock to be issued in the filing and recordation of appropriate merger documents required by Merger shall have been listed on the LLC Act or LLP Act, as applicable)NASDAQ, and all necessary state securities law permits or approvals shall have been obtained. (c) PMT and authorizations Data Transfer shall have received an opinion of their own counsel satisfactory to them, generally to the effects that (i) the Merger qualifies as a reorganization under Section 368(a)(2)(E) of the Code, (ii) no material gain or loss will be recognized by Data Transfer or PMT as a result of the Merger, (iii) shareholders of Data Transfer who receive in the Merger solely either PMT Common Stock or PMT Common Stock and consents cash in lieu of all third partiesfractional shares will recognize no gain or loss for federal income tax purposes with respect to the PMT Common Stock received in the Merger, including, without limitation, lenders and all regulatory authorities, required for (iv) the Merger will not have a material adverse effect on the federal income tax consequences of PMT; provided that the failure to satisfy the requirements of clauses (ii) and (iv) of this subsection shall constitute a condition to consummation of the transactions contemplated Merger only if asserted by PMT, and the failure to satisfy the requirements of clause (iii) of this Agreement subsection shall constitute a condition to consummation of the Merger only if asserted by Data Transfer. (d) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement, including those required under the ▇▇▇▇- ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, shall have been received and shall be in full force and effectobtained or made, except for such filings, registrations, notifications, approvals, authorizations filings in connection with the Merger and consents, any other documents required to be filed after the Effective Time and except where the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business or financial condition of PDCPMT and Data Transfer, LLC or taken as a whole, following the Partnership or Effective Time. (e) PMT shall have received from Data Transfer copies of all resolutions adopted by the ability Board of PDC, LLC or the Partnership to consummate Directors and shareholders of Data Transfer in connection with this Agreement and the transactions contemplated hereby. Data Transfer shall have received from PMT and Merger Sub copies of all resolutions adopted by the Board of Directors of each respective company and the shareholders of Merger Sub in connection with this AgreementAgreement and the transactions contemplated hereby.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment or waiver at or prior to the Closing Date of each Effective Time of the following conditions: (a) This Agreement shall have received the requisite approval of stockholders of Firstbank. (b) All requisite approvals of this Agreement and the transactions contemplated hereby shall have been received from or waived by the Board and any other Regulatory Authority and all applicable waiting periods have expired. (c) The holders Registration Statement shall have been declared effective and shall not be subject to a stop order or any threatened stop order. (d) Neither Firstbank nor Mercantile shall be subject to any order, decree or injunction, and there shall be no pending or threatened order, decree or injunction, of at least a majority court or agency of competent jurisdiction which enjoins or prohibits the consummation of any of the issued Transactions. (e) There shall be no legislative, statutory or 45 regulatory action (whether federal or state) pending which prohibits or threatens in a material way to prohibit consummation of the Transactions or which otherwise materially adversely affects the Transactions. (f) Each of Mercantile and outstanding Units held by Investors Firstbank shall have approvedreceived, from counsel reasonably satisfactory to the recipient, an opinion, dated the Closing Date, reasonably satisfactory in form and substance to the recipient, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at a special meeting of the Partnership held for that purpose (the “Special Meeting”)Effective Time, (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and will constitute a reorganization within the transactions contemplated thereby meaning of Section 368(a) of the Code and (ii) this Agreement, no gain or loss will be recognized by the Merger and the transactions contemplated thereby; (b) No provision stockholders of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation Firstbank who receive solely Mercantile Common Stock in exchange for shares of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties Firstbank Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Mercantile Common Stock). In rendering such opinions, counsel shall have made all filings and registrations withreceive, and notifications tomay rely on, all third partiescustomary representations from Mercantile, includingFirstbank and others, without limitationincluding but not limited to representations contained in certificates of officers of Mercantile, lenders Firstbank and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementothers.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be are subject to the satisfaction on or prior to waiver, where permissible, before the Closing Date of each Effective Time, of the following conditions: (a) The holders of at least a majority if required by the PBCL, this Agreement shall have been adopted by the requisite affirmative vote of the issued and outstanding Units held by Investors shall have approved, at a special meeting shareholders of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement Company in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyaccordance with applicable law; (b) No provision no statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated, or enforced by any court or Governmental Authority which is in effect and has the effect of any prohibiting the consummation of the Merger; and (c) all the waiting periods applicable law, rule or regulation and no judgment, order or decree shall make to the consummation of the Merger illegal under the HSR Act or prohibit any other Governmental Authority, if any, shall have expired or been terminated and (i) in the case of the Company’s obligations, (x) all other Company Required Statutory Approvals necessary for the consummation of the Merger and the Transactions shall have been obtained and be in effect at the Effective Time, and (y) all other consents or approvals of Governmental Authorities necessary for the consummation of the Merger and the Transactions shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent or approval could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (ii) in the case of Parent’s and Subsidiary’s obligations, (x) all other Parent Required Statutory Approvals necessary for the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding contemplated hereby shall have been filed or otherwise obtained and be pending against PDC, LLC or any officer, director (including any member of in effect at the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations withEffective Time, and notifications to, (y) all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required other consents or approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement (other than Merger and the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement Transactions shall have been received obtained and shall be in full force and effecteffect at the Effective Time, except for such filings, registrations, notifications, approvals, authorizations and consents, where the failure of which to make obtain any such consent or obtain would approval could not reasonably be expected to have a material adverse effect on the business Company Material Adverse Effect or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementa Parent Material Adverse Effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each (or waiver by the party for whose benefit the applicable condition exists) of the following conditions: (a) The holders of at least a majority of the issued and outstanding Units held by Investors Shares shall have approvedduly approved this Agreement and the Merger all in accordance with applicable Law, at a special meeting the certificate of incorporation and bylaws of the Partnership held for that purpose (the “Special Meeting”)Company, (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, rules of the Merger and the transactions contemplated thereby;NASDAQ Stock Market Smallcap Market. (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit the consummation of the Merger and All regulatory approvals required to consummate the transactions related thereto; (c) No suit, action or proceeding contemplated hereby shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received obtained and shall be in full force and effecteffect and all statutory waiting periods in respect thereof shall have expired or been terminated, except for other than any such filings, registrations, notifications, approvals, authorizations and consents, regulatory approvals the failure of to obtain which is not reasonably likely, individually, in the aggregate or together with all other existing facts, events and circumstances, to make or obtain would not have a material adverse effect result in any Material Adverse Effect on the business Company (in the case of Parent's obligation to close) or financial condition on Parent (in the case of PDCthe Company's obligation to close). (c) No Law or Decree shall have been enacted, LLC entered, promulgated, or enforced by any court or other tribunal or Governmental Entity which prohibits or makes illegal the Partnership or the ability consummation of PDC, LLC or the Partnership to consummate any of the transactions contemplated hereby. In the event any such Decree shall have been issued, each party shall use its reasonable efforts to remove any such Decree. (d) Prior to April 1, 1999, the Company shall have received from each of ▇▇. ▇▇▇▇▇▇ Primat (the beneficial owner of the Shares held by this AgreementAlta Investissements SA) and Vulcan Ventures Incorporated ("Vulcan") or their respective successors extensions for payment of those certain loans each of which is up to $2,000,000 (the "Preferred Shareholder Loans") in aggregate principal amount from Mr. Primat and Vulcan to the Company from April 1, 1999 to August 1, 1999.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger shall be are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The holders of at least a majority of Nalco must have obtained the issued Nalco Stockholder Approval and outstanding Units held by Investors shall Ecolab must have approved, at a special meeting of obtained the Partnership held for that purpose (the “Special Meeting”), (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated therebyEcolab Stockholder Approval; (b) No provision the waiting period (and any extension thereof) applicable to the Merger under the HSR Act and under any other applicable material Competition Laws must have been terminated or expired, and any investigation opened pursuant to the HSR Act or such other material Competition Law by means of a second request for additional information or otherwise must have been terminated or closed, and no Proceeding must have been instituted by the U.S. Department of Justice, the FTC or any other material Governmental Authority under any applicable Competition Law challenging or seeking to enjoin the consummation of the transactions contemplated by this Agreement or to impose any Burdensome Condition, which Proceeding has not have been withdrawn, terminated or finally resolved; (c) other than the authorizations and filings provided for by Section 8.1(b), all material notices, reports, filings, consents, registrations, approvals, permits or authorizations, if any, required to be obtained from or of any applicable lawGovernmental Authority, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit in each case in connection with the consummation of the Merger and the transactions related thereto; (c) No suit, action or proceeding shall have been filed or otherwise be pending against PDC, LLC or any officer, director (including any member of the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of contemplated by this Agreement, the Merger or the transactions related thereto; and (d) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall will have been received and shall be in full force and effectobtained, except for such filings, registrations, notifications, approvals, authorizations and consentsthose, the failure of which to make be obtained, individually or obtain in the aggregate, would not reasonably be expected to (A) result in a Burdensome Condition or (B) provide a reasonable basis to conclude that Nalco, Ecolab or Merger Sub or any of their Affiliates or any of their respective officers or directors, as applicable, would be subject to the risk of criminal liability; (d) no Laws must have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other Order, judgment, decision, opinion or decree must have been issued and remain in effect issued by a material adverse court or other Governmental Authority of competent jurisdiction, having the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger (collectively, “Restraints”); (e) the Form S-4 must have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 must have been issued by the SEC and no Proceedings for that purpose must have been initiated or threatened by the SEC; and (f) the shares of Ecolab Common Stock to be issued in the Merger and such other shares to be reserved for issuance in connection with the Merger must have been approved for listing on the business or financial condition NYSE, subject to official notice of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions: (a) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act. (b) This Agreement and the Merger shall have been approved and adopted by the affirmative vote or consent of the holders of at least a majority of the issued outstanding shares of Company Common Stock; (c) This Agreement and outstanding Units held by Investors the issuance of Parent Shares pursuant to the Merger shall have approved, at a special meeting been approved by the affirmative vote of the Partnership held for that purpose holders of at least a majority of the Parent Shares voting at the Parent Stockholder Meeting; (d) All consents, authorizations, orders and approvals of (or filings or registrations with) any Governmental Authority or other regulatory body required in connection with the “Special Meeting”)execution, (i) an amendment to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve delivery and performance of this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit failure to obtain which would prevent the consummation of the Merger and or have a material adverse effect on the transactions related thereto44 50 Company, shall have been obtained without the imposition of any condition having a material adverse effect on the Company; (ce) No suitThe fairness opinions referred to in each of Section 3.25 and Section 4.24 hereof shall be in effect, action or proceeding and shall not have been filed withdrawn on or otherwise be pending against PDC, LLC or any officer, director (including any member of prior to the Committee), manager, member or affiliate of PDC or LLC challenging the legality or any aspect of this Agreement, the Merger or the transactions related thereto; andEffective Time; (df) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required Exemption or approval for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received obtained from the STB, and shall be in full force and effect; and (g) No Governmental Authority or other regulatory body (including any court of competent jurisdiction) shall have enacted, except for such filingsissued, registrationspromulgated, notificationsenforced or entered any law, approvalsrule, authorizations regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and consentshas the effect of making illegal, materially restricting or in any way preventing or prohibiting the failure of which to make Merger or obtain would not have a material adverse effect on the business or financial condition of PDC, LLC or the Partnership or the ability of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions: (a1) The This Agreement and the transactions described herein shall have been approved in the manner required by applicable law or by the applicable regulations of any stock exchange or other regulatory body, as the case may be, and by the holders of at least a majority of the issued and outstanding Units held by Investors shall have approved, at a special meeting shares of capital stock of Entrade. (2) None of the Partnership held for that purpose (the “Special Meeting”), (i) an amendment parties hereto shall be subject to the Limited Partnership Agreement in a form that is reasonably acceptable to the Committee that expressly permits the Investors to approve this Agreement, the Merger and the transactions contemplated thereby and (ii) this Agreement, the Merger and the transactions contemplated thereby; (b) No provision of any applicable law, rule or regulation and no judgment, order or decree shall make the Merger illegal or prohibit injunction of a court of competent jurisdiction that prohibits the consummation of the Merger and transactions described in this Agreement. In the transactions related thereto; (c) No suit, action event any such order or proceeding injunction shall have been filed or otherwise issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (3) The Form S-4 shall have become effective and shall be pending against PDCeffective at the Effective Time, LLC or any officer, director (including any member and no stop order suspending effectiveness of the Committee)Form S-4 shall have been issued, managerno action, member suit, proceeding or affiliate investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, or, to the knowledge of PDC Entrade, threatened, and all necessary approvals under state securities laws relating to the issuance or LLC challenging trading of Entrade Common Stock to be issued to the legality or any aspect of this Agreement, the Merger or the transactions related thereto; and (d) The parties to Stockholders in connection with the Merger shall have made all been received. (4) All consents, authorizations, orders and approvals of (or filings and or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation performance of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the LLC Act or LLP Act, as applicable), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effectobtained or made, except for such filingsfilings in connection with the Merger and any other documents required to be filed after the Effective Time and except where, registrationsin the opinion of PAR or Entrade, notifications, approvals, authorizations and consentsas the case may be, the failure of which to make have obtained or obtain made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business business, results of operations or financial condition of PDCPAR and Entrade, LLC or taken as a whole, following the Partnership or Effective Time. (5) Entrade Common Stock to be issued to the ability Stockholders in connection with the Merger shall have been approved for listing on the NYSE, subject only to official notice of PDC, LLC or the Partnership to consummate the transactions contemplated by this Agreementissuance.