Common use of Conditions to Obligations of All Parties Clause in Contracts

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and At the transactions contemplated hereby shall have been approved by the requisite vote of (i) Closing, the Board of Directors of each Buyer shall fix the number of DSS directors of Buyer at seven and shall appoint the following as members of the Board of Directors: (i) five individuals designated by Buyer, and (ii) two individuals designated by Seller. The identity of such members and the stockholders number of DSS at years of their terms of service are reflected on Section 6.01(a) of the DSS Stockholders’ MeetingDisclosure Schedules. (b) This Agreement and the transactions contemplated hereby Buyer shall have been approved by obtained the requisite vote approvals and authorization under its certificate of (i) incorporation for the Board of Directors of each of SED and Seller, (ii) the stockholder issuance of the SellerBuyer Shares to the Seller Parties hereunder, including without limitation the filing of the Certificate of Designation authorizing the Buyer Shares with the Delaware Secretary of State, free and (iii) the stockholders of SED at the SED Stockholders’ Meetingclear from any Encumbrances. (c) Buyer and the Company shall have mutually agreed to enter into written employment agreements in a form reasonably acceptable to each party and to the compensation to the individuals, as well as establishing a pool of shares issuable under equity compensation awards that may be granted at the direction of an authorized officer designated hereunder by Seller, in each case as more particularly set forth in Section 6.01(c) of the Disclosure Schedules. (d) Each of Buyer, Seller, and the Agora Shareholders shall have obtained the requisite approvals and authorizations to perform their respective obligations under this Agreement, and have duly executed and delivered this Agreement to the other parties. (e) The Company shall have withdrawn the Agora Registration Statement. (f) Buyer shall have received firm commitments of at least $10,000,000 in gross capital proceeds for a capital raising transaction to be consummated by Buyer following the execution of this Agreement which shall constitute a condition to close this Agreement. The calculation of gross proceeds shall not include capital received from any existing investors in Buyer. The terms of such capital raising transaction must be acceptable to Buyer in its reasonable discretion. (g) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement at the applicable Closing shall be subject to the fulfillment, at or prior to the Closingcorresponding Closing Date, of each of the following conditions: (a) This Agreement On or prior to the Second Closing, the Company Shareholder Approval and the transactions contemplated hereby any required CNHTC Board Approval shall have been approved by obtained and notice of such approval provided to the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingother party. (b) This Agreement The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.04 and CNHTC shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, including without limitation evidence of NYSE MKT clearance and the transactions contemplated hereby CFIUS Approval, in the case of evidence of NYSE MKT clearance in form and substance reasonably satisfactory to CNHTC and the Company, and in the case of the CFIUS Approval in accordance with Section 5.10(b), and no such consent, authorization, order or approval shall have been approved by revoked; provided that as to the requisite vote of (i) First Closing, approval from the Board of Directors of each of SED NYSE MKT and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ MeetingCFIUS Approval shall not be required. (c) No suit, action or other proceeding shall be pending before any Government Authority (i) in which the restraint or prohibition of the transactions contemplated hereby is sought, or (ii) that could reasonably be expected to have a Material Adverse Effect. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby The Financing shall have been approved consummated and the escrow release conditions of the Financing shall have been satisfied or waived. (b) The Verano Merger shall have been consummated, and this Agreement shall have been assigned to, and assumed by, PubCo as contemplated by Sections 2.09(a) and 5.12. (c) All conditions necessary for the requisite vote Arrangement to be consummated in accordance with the Plan of Arrangement, and for the Combination to become effective pursuant thereto, shall have been satisfied or otherwise waived, and the consummation of the Arrangement and the effectiveness of the Combination shall be set to occur on the Closing Date. (d) The CSE shall have provided its conditional approval of the listing of the subordinate voting shares of the Resulting Issuer to be issued upon (i) the Board completion of Directors of each of DSS the Verano Merger and Buyer, Company Mergers and (ii) the stockholders conversion of DSS at the DSS Stockholders’ Meetingproportionate voting shares of the Resulting Issuer into subordinate voting shares of the Resulting Issuer in accordance with their terms. (be) This Agreement The issuance of the subordinate voting shares and proportionate voting shares of the Resulting Issuer upon the consummation of the Verano Merger and the transactions contemplated hereby Company Mergers shall have been approved be exempt from the prospectus requirements of applicable Canadian Securities Laws and shall not be subject to resale restrictions thereunder (other than as applicable to control persons or as imposed by the requisite vote CSE). (f) PubCo’s board of directors as of the Closing shall consist of seven directors, comprised of (i) one nominee of the Board of Directors of each of SED Companies and Seller, (ii) the stockholder six nominees of the Seller, and Verano (iii) the stockholders three of SED at the SED Stockholders’ Meetingwhom shall satisfy independence requirements under Canadian Securities Laws). (cg) The filings of Verano and the Companies pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (h) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, other than Federal Cannabis Laws. (d) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (db) Seller and SED Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 4.03 and Buyer and DSS Buyers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.035.03, in each case, in form and substance reasonably satisfactory to Buyer Parent and SellerSeller Parent, and no such consent, authorization, order and approval shall have been revoked. (ec) The Certificate of Designations Buyer Parent shall have been filed with notified in writing by CFIUS that, either (i) CFIUS has advised Buyer Parent that it has concluded all action under FINSA without sending a report to the Secretary of State President of the State United States regarding the transactions proposed in this Agreement; or (ii) the President of New Yorkthe United States has announced his decision not to exercise his authority under FINSA with respect to the transactions proposed in this Agreement.

Conditions to Obligations of All Parties. (a) [Reserved]. (b) The obligations of each Party party to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement to occur at the Closing illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the such transactions contemplated hereunder to be rescinded following completion thereof. (dii) The Seller and SED Buyers shall have received all necessary consents and authorizations of the SBA to transfer the CIT Bank Purchased Assets (including all related servicing rights and obligations) to Buyers and no such consent or authorization shall have been revoked (the “SBA Approval”). (iii) The Seller shall have received all other required consents, authorizations, orders and approvals relating to the CIT Bank Purchased Assets from the Governmental Authorities referred to in Section 3.05, 4.03(c) of the Seller Disclosure Schedule and Buyer and DSS Buyers shall have received all required consents, authorizations, orders and approvals relating to the CIT Bank Purchased Assets from the Governmental Authorities referred to in Section 4.035.03 of the Buyer Disclosure Schedule, in each case, in form and substance reasonably satisfactory to Buyer Buyers and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement and the Sub-Agreements shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement The filings of Buyer and the transactions contemplated hereby Company pursuant to applicable Antitrust Laws, including the HSR Act, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of DSS applicable waiting periods and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order or Law which is in effect and has the effect of making the transactions contemplated by this Agreement or the Sub-Agreements illegal, otherwise permanently or temporarily restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder or thereunder to be rescinded following completion thereof, and there shall be no lawsuits, litigation or other proceedings initiated by a Governmental Authority pending that would reasonably be expected to result in the foregoing, prohibit the Closing or result in a Material Adverse Effect. (dc) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in set forth on Section 3.05, 6.01(c)(i) of the Disclosure Schedule and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in set forth on Section 4.036.01(c)(ii) of the Disclosure Schedule, in each case, in form and substance reasonably satisfactory to Buyer and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Company Vote. (b) This Agreement The filings of Holdings and the transactions contemplated hereby Company pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.053.3, including any consents, authorizations or approvals relating to the pharmacy licenses of Company required prior to any change in control of Company and Buyer and DSS Holdings shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.034.2, in each case, in form and substance reasonably satisfactory to Buyer Holdings and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate All closing conditions of Designations shall the SPAC Merger other than the votes of the stockholders of the respective parties thereto approve the SPAC Merger must have been filed with the Secretary of State of the State of New Yorksatisfied.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or written waiver, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise permanently restraining or permanently prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) Any waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Ancillary Documents under the HSR Act (and any extension thereof) shall have expired or been terminated. (c) Seller shall have filed the Definitive Information Statement with the SEC and distributed the Definitive Information Statement to its stockholders in accordance with the requirements under Exchange Act, and at least twenty (20) calendar days shall have elapsed from the date of such filing and distribution. (d) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 4.03 and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in on Section 4.035.03 of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of to the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (db) Seller and SED No injunction or restraining order shall have received all consents, authorizations, orders and approvals from the been issued by any Governmental Authorities referred to in Section 3.05Authority, and Buyer and DSS shall have received all consentsbe in effect, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Sellerwhich restrains or prohibits any transaction contemplated hereby, and no such consent, authorization, Action commenced by any Governmental Authority for the purpose of obtaining any such injunction or restraining order and approval shall have been revokedbe pending. (ec) The Certificate of Designations Buyer shall have been filed with initiated a proxy solicitation for a shareholder vote to approve a proposal for the Secretary issuance of State Buyer Shares hereunder and pursuant to the terms of the State Employment Offer Letters and the shareholders of New Yorkthe Buyer shall have approved the issuance of Buyer Shares hereunder and further to the Employment Offer Letters on the terms set forth herein and therein. (d) Buyer shall have cash or rights under existing borrowing facilities that together are sufficient to enable it to pay (i) the cash payable to each of the Sellers, J▇▇▇▇ ▇▇▇▇▇▇ and E▇▇▇▇▇ ▇▇▇▇▇▇ the Cash Payment pursuant to Sections 2.02(a)(i) and (ii), as applicable, and (ii) the Loan Amount due and payable to CIT Group at the Closing

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement The filings of Buyer and Seller pursuant to the transactions contemplated hereby HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of DSS applicable waiting period and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (dc) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.054.03 and all consents from the third parties set forth on Section 7.01(c) of the Disclosure Schedules, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.035.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (d) There shall be no material pending or threatened litigation involving Seller or the transactions contemplated by this Agreement. (e) The Certificate of Designations Neither party nor the Business shall have been filed with experienced a Material Adverse Effect on the Secretary of State financial condition, assets or operations, taken as a whole. (f) Receipt of the State of New YorkRequired Stockholders Vote. (g) Buyer shall have completed the Capital Raise on terms acceptable to Buyer in its sole discretion.

Conditions to Obligations of All Parties. The obligations obligation of each Party of the parties hereto to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillmentsatisfaction, at on or prior to before the Closing, of each of the following conditions; any or all of which may be waived in whole or in part by the joint agreement of the parties hereto: (a) 5.1. This Agreement (including, without limitation, the plan of merger contained herein), the Merger and the transactions contemplated hereby shall have issuance of the Merger Shares having been approved by the boards of directors of the Parent, the Merger Sub and the Company, as well as by requisite vote of the shareholders of the Merger Sub and the Company. 5.2. At the Closing, the Surviving Corporation shall enter into a five (i5) the Board of Directors of year employment agreement with each of DSS the employees set forth on SCHEDULE 5.2 in the form attached hereto as EXHIBIT "C", each containing such specific terms as agreed upon between the Surviving Corporation and Buyerthe applicable key employee. 5.3. The parties hereto acknowledge and agree that each party shall have the right to conduct a legal and financial audit of the Company, the Parent and the Merger Sub prior to Closing, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingClosing shall be subject to such due diligence being satisfactory to each party in its sole discretion. (b) This Agreement and 5.4. Except for a claim for a termination fee of $250,000 referred to in Section 4.4(b), no action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby hereby, and no governmental authority shall have been approved by asserted that the requisite vote within transactions (or any other pending transaction involving Parent, the Merger Sub, Lipscomb, the Shareholders or the ▇▇▇▇▇▇▇ when considered in light of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Shareholders, the Company, the Parent, the Merger Sub or Lipscomb. 5.5. The part▇▇▇ ▇▇▇ll have received from any suppliers, lessors, lenders, lien holders or governmental authorities, bodies or agencies having jurisdiction over the transactions contemplated by this Agreement illegalAgreement, otherwise restraining or prohibiting consummation of any part hereof, such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED shall have received all consents, authorizations, orders authorizations and approvals from as are necessary for the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revokedconsummation hereof. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by parties under this Agreement shall be are subject to the fulfillment, at fulfillment or prior to the Closing, of each waiver of the following conditions: (ai) This Agreement and the transactions contemplated hereby There shall not have been approved by issued and be in effect any order, decree or judgment of, or in, any court, tribunal of competent jurisdiction or governmental authority which makes the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder Exchange or any of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the other transactions contemplated by this Agreement illegal, otherwise restraining illegal or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereofinvalid. (d) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (eii) The Certificate of Designations Designations, Preferences and Rights of Series A Non-Voting Convertible Preferred Stock (par value $0.001 per share) of Orbitz, Inc., in substantially the form attached hereto as EXHIBIT C (the "CERTIFICATE OF DESIGNATIONS"), shall have been filed with the Secretary of State of the State of New YorkDelaware and shall be in full force and effect. (iii) The Preferred Stock Purchase Agreement shall be in full force and effect (without amendment or modification thereof) and all conditions to the consummation thereof shall have been satisfied, except for conditions to be satisfied at the closing thereof and the condition relating to the consummation of the Exchange. (iv) The Corporation shall have received an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date and in form reasonably satisfactory to the Corporation, to the effect that the Exchange should be a taxable exchange for Tax purposes. (v) The Corporation and the Airlines shall have entered into the Underwriting Agreement with respect to the Public Offering and all conditions to the consummation thereof shall have been, or will contemporaneously be, satisfied, except for conditions to be satisfied at the Closing and the conditions relating to the consummation of the Exchange and the Preferred Stock Purchase Agreement.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement The filings of Buyer and Sellers pursuant to the transactions contemplated hereby HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of DSS applicable waiting period and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (dc) Seller The parties thereto will have closed (or will have satisfied or waived all conditions to closing and SED shall have received all consentsbe prepared to close simultaneously with the transactions contemplated by this Agreement) the transactions contemplated by that certain Securities Purchase Agreement, authorizationsdated as of the date hereof (the “Heartland Agriculture Purchase Agreement”), orders by and approvals from among the Governmental Authorities referred to in Section 3.05Buyer, the sellers set forth therein, Heartland Agriculture, LLC and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revokedseller representative identified therein (the “Heartland Agriculture Transaction”). (ed) The Certificate of Designations shall parties thereto will have been filed closed (or will have satisfied or waived all conditions to closing and be prepared to close simultaneously with the Secretary of State transactions contemplated by this Agreement) the transactions contemplated by that certain Securities Purchase Agreement, dated as of the State of New Yorkdate hereof, by and among the Buyer, the sellers set forth therein, Heartland Solutions LLC and the seller representative identified therein (the “Heartland Solutions Transaction”).

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS Requisite Company Vote and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Merger Sub Vote. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (dc) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 3.03 and Buyer and DSS Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03Sections 4-A.03(c), 4-A.03(d), 4-B.03(c) and 4-B.03(d) in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (ed) The Certificate of Designations shall have been filed with Upon the Secretary of State due and valid exercise of the State Mobiquity Warrants, the Mobiquity Common Stock underlying the Mobiquity Warrants may be issued pursuant to an exemption from Section 5 of New Yorkthe Securities Act in accordance with Section 4(a)(2) thereof; and the Gopher Common Stock may be transferred pursuant to an exemption from Section 5 of the Securities Act in accordance with Section 4(a)(1) thereof.

Conditions to Obligations of All Parties. The respective obligations of each Party party to consummate the transactions contemplated by this Agreement Acquisition Transactions shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:conditions (any or all of which may be waived in writing signed by ▇▇▇▇▇▇▇▇▇ and the Sellers’ Representative, in whole or in part, to the extent permitted by applicable Law): (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement Acquisition Transactions illegal, otherwise restraining or prohibiting consummation of such transactions the Acquisition Transactions or causing any of the transactions contemplated hereunder Acquisition Transactions to be rescinded following completion thereof. (db) Seller No Legal Proceeding before any Governmental Authority shall be pending wherein an unfavorable Order resulting therefrom would have the effect of making the Acquisition Transactions illegal, otherwise restraining or prohibiting consummation of the Acquisition Transactions or causing the Acquisition Transactions to be rescinded following completion thereof. (c) All applicable waiting periods (and SED any extensions thereof) under the HSR Act shall have expired or otherwise been terminated, and the parties shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred or have been deemed to in Section 3.05, and Buyer and DSS shall have received all other necessary pre-Closing authorizations, consents, authorizationsclearances, orders waivers and approvals from the of all Governmental Authorities referred to (including antitrust authorities) in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed connection with the Secretary execution, delivery and performance of State this Agreement and the consummation of the State of New YorkAcquisition Transactions.

Conditions to Obligations of All Parties. The obligations of each Party all the parties to consummate the transactions contemplated by this Agreement to close the Recapitalization shall be subject to the fulfillment, at or prior to the Closing, of each fulfillment of the following conditions: (a) This Agreement As of the Closing, no temporary restraining order, preliminary or permanent injunction or other order or restraint issued by any court of competent jurisdiction, no order, decree, restraint or pronouncement by any Governmental Authority, and no other legal restraint or prohibition that would prevent or have the effect of preventing the consummation of the Recapitalization shall be in effect. (b) All material permits, approvals, filings and consents required to be obtained or made and all waiting periods required or contemplated to expire, prior to the consummation of Recapitalization under applicable federal laws of the United States and applicable laws of any state having jurisdiction over the Recapitalization shall have been obtained, made or expired, as the case may be, and all such regulatory approvals shall be in full force and effect. (c) Purchaser, the Company and the Stockholders shall have received all consents, approvals and waivers from third parties necessary to permit the transactions contemplated by this Agreement, and such approvals and the transactions contemplated hereby shall not have been approved contested by any third party by formal proceeding. It is understood that, if any contest as aforesaid is brought by formal proceedings, Purchaser may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection. (d) Each of Purchaser and the requisite vote Company shall have received a solvency opinion, reasonably satisfactory in form and substance to them, as to the solvency of the Company in connection with the Recapitalization. (e) Each of Purchaser and the Company shall have received letters from Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇asonably satisfactory in form and substance to them, as to (i) the Board recapitalization accounting treatment of Directors of each of DSS and Buyerthe Recapitalization, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder deductibility for federal income tax purposes of the Seller, payments to the holders of Options and (iii) the stockholders of SED at the SED Stockholders’ MeetingRestricted Shares which aggregate before adjustment $16,760,400 pursuant to this Agreement. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Company Vote. (b) This Agreement The filings of Parent and the transactions contemplated hereby Company pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller The Company shall have received all consents, authorizations, orders and SED approvals from the Governmental Authorities, if any, referred to in Section 3.03 of the Disclosure Schedules and Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from 4.03 of the Governmental Authorities referred to in Section 4.03Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Company Vote. (b) This Agreement The filings of Parent and the transactions contemplated hereby Company and all other persons involved in the Transactions pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions Transactions including the Significant Subsidiary Acquisitions and Parent Acquisition contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions Transactions including the Significant Subsidiary Acquisitions and Parent Acquisition contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 3.2 and Buyer and DSS Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.034.2, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party the Parties to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement shall be Closing are subject to the fulfillmentsatisfaction of the following conditions (one or more of which may be waived, at or prior to the Closingin accordance with Section 13.04, of if legally permitted, in writing by each of the following conditions:SPAC, the Company and the Charterhouse Parties): (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote No provision of (i) the Board of Directors of each of DSS and BuyerApplicable Law, and (ii) no judgment, injunction, order or decree of any applicable Governmental Authority, shall prohibit the stockholders consummation of DSS at the DSS Stockholders’ MeetingClosing. (b) This Agreement Any applicable waiting period under the HSR Act relating to the Transactions (and any extensions thereof or any timing agreements, understandings or commitments obtained by request or other action of the transactions contemplated hereby United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) shall have expired or been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingterminated. (c) No Governmental Authority The filings and notifications listed on Section 11.01(c) of the Company Disclosure Schedule shall have enactedbeen made with, issuedand all approvals required in connection therewith shall have been received from, promulgated, enforced or entered any the applicable Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereofAuthorities. (d) Seller and SED The Registration Statement shall have received all consentsbecome effective in accordance with the Securities Act, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, stop order and approval shall have been revokedissued by the SEC with respect to the Registration Statement and no Action seeking such stop order shall have been threatened or initiated. (e) The Requisite Existing SPAC Stockholders shall have duly approved the Transaction Proposals in accordance with Applicable Law, the Existing SPAC Certificate of Designations Incorporation, the Existing SPAC Bylaws and the rules and regulations of the NYSE. (f) The SPAC shall have been filed at least $5,000,001 of net tangible assets (as determined in accordance with the Secretary of State Rule 3a51-1(g)(1) of the State of New YorkExchange Act) remaining after the SPAC Stockholder Redemptions.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Company Vote. (b) This Agreement The filings of Parent and the transactions contemplated hereby Company pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 3.02 and Buyer and DSS Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.034.02, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall enter into an executive employment agreement, in substantially the form attached hereto as Exhibit A (the “Ostrowitz Agreement”); and Parent and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall enter into an executive employment agreement, in substantially the form attached hereto as Exhibit B (the “Savage Agreement”). (f) Parent, the Stockholders of the Company (other than Parent) and Regs Technology shall enter into and execute an operating agreement with respect to Regs Technology (the “Regs Technology Operating Agreement”) in substantially the form attached hereto as Exhibit D, such form being subject to Parent’s final approval, in its sole discretion, prior to Closing. The Certificate Regs Technology Operating Agreement shall provide that Parent owns twenty-five percent (25%) of Designations Regs Technology, that such ownership cannot be diluted, and that the Stockholders of the Company (other than Parent) shall own the remaining seventy-five percent (75%) of Regs Technology, pro rata in proportion to all such Stockholder’s ownership in the Company (not taking into account Parent’s ownership in the Company). (g) The Company and all current employees and independent contractors of the Company shall enter into IP Assignment and Confidentiality Agreements, in substantially the form attached hereto as Exhibit F. (h) Parent and Regs Technology shall enter into the License Agreement, in substantially the form attached hereto as Exhibit E. (i) The board of directors and/or stockholders of Parent shall have been filed with approved the Secretary of State of Equity Incentive Plan, in a form substantially the State of New Yorksame as the Parent’s current and prior equity incentive plans.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting.Requisite Company Vote; (b) This Agreement The filings of Parent and the transactions contemplated hereby Company pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting.any extensions thereof shall have expired or been terminated; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.; (d) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 3.02 and Buyer and DSS Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.034.02, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked.; (e) The Certificate of Designations Parent and/or Merger Sub and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have been filed with enter into an executive employment agreement (the Secretary of State of “Alameddin Agreement”); Parent and/or Merger Sub and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall enter into an executive employment agreement (the State of New York“▇▇▇▇▇▇▇▇ Agreement”); Parent and/or Merger Sub and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall enter into an executive employment agreemen (the “Brait Agreement”); and Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall enter into an executive employment agreement (the “▇▇▇▇▇▇ Agreement”); and (f) Parent and Stockholders shall enter into a Lock-Up/Leak-Out Agreement (the “Lock-Up Agreement”).

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Company Vote. (b) This Agreement The filings of Parent and the transactions contemplated hereby Company pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.. Table Of Contents 27 (d) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 3.02 and Buyer and DSS Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.034.02, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate Company and each of Designations ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have been filed with enter into an employment agreement and/or services agreement, in substantially the Secretary of State forms attached hereto as Exhibit A and Exhibit B, respectively (the “Employment/Service Agreements”). (f) The Company shall obtain, from every Stockholder of the State Company, a lock-up agreement prohibiting each such Stockholder from offering, selling, contracting to sell, pledging, giving, donating, transferring or otherwise disposing of, directly or indirectly, any shares of New YorkParent Common Stock obtained as Merger Share Consideration for a period of six (6) months following the Closing Date, the form of which is attached hereto as Exhibit C (all such agreements, the “Lock-Up Agreements”).

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement The filings of Buyer and Seller pursuant to the transactions contemplated hereby HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of DSS applicable waiting period and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (dc) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.056.01(c) and Section 6.02(d) and all consents from the third parties set forth on Section 9.01(c) of the Disclosure Schedules, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.037.07, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (d) There shall be no material pending or threatened litigation involving Buyer or SpinCo or relating to the Business or the transactions contemplated by this Agreement. (e) Buyer shall not have experienced a Buyer Material Adverse Effect on its financial condition, assets or operations, taken as a whole. (f) Neither SpinCo nor the Business shall have experienced a Material Adverse Effect on the financial condition, assets or operations, taken as a whole. (g) Receipt of the Required Stockholders Vote. (h) Buyer shall have completed the Capital Raise on terms acceptable to Buyer in its sole discretion. (i) The Certificate Buyer Offering Circular, to the extent required by applicable law, shall have become effective in accordance with the rules and regulations of Designations the FDIC and shall not be the subject of any order or proceedings seeking an order prohibiting or limiting its use. (j) The Seller Registration Statement, shall have become effective in accordance with the Exchange Act and the rules and regulations of the SEC and shall not be the subject of any order or proceedings seeking an order prohibiting or limiting its use. (k) The class of Buyer Common Stock shall be admitted for trading on a national securities exchange or shall have been filed approved for listing on a national securities exchange, subject to the Closing. The shares of Buyer Common Stock to be issued to SpinCo shareholders pursuant to the Merger shall have been approved for listing on a national securities exchange, subject to official notice of issuance. (l) The Internal Reorganization and the Separation and the Distribution shall have been consummated in all material respects in accordance with the Secretary of State of the State of New YorkSeparation and Distribution Agreement.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement The filings of Buyer and Seller pursuant to the transactions contemplated hereby HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of DSS applicable waiting period and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (dc) Seller and SED shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.054.03 and all consents from the third parties set forth on Section 7.01(c) of the Disclosure Schedules, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.035.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (ed) The Certificate stockholders of Designations Higher One Holdings, Inc., the sole stockholder of Seller, shall have been filed with approved the Secretary terms of State of this Agreement and the State of New Yorktransactions contemplated hereby.

Conditions to Obligations of All Parties. The obligations of each Party Sellers and Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement The filings of Buyer and Sellers pursuant to the transactions contemplated hereby HSR Act and CFIUS, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of DSS applicable waiting period and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (dc) Seller and SED Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.053.3 (other than the consents, authorizations, orders and approvals that are required in order to complete the Pre-Closing Reorganization), Section 4.3 and Section 5.4 and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.036.3, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, acting reasonably, and no such consent, authorization, order and or approval shall have been revoked. (ed) The Certificate of Designations Goldcorp USA and Buyer shall have been filed with the Secretary of State executed an express election on IRS Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases) pursuant to Section 338(h)(10) of the State of New YorkCode to be made for Marigold for U.S. federal income Tax purposes, in accordance with Sections 2.5 and 10.8.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved duly adopted by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Company Vote. (b) This Agreement The filings of Parent and the transactions contemplated hereby Company pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 3.02 and Buyer and DSS Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.034.02, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations Parent and S▇▇▇▇ ▇▇▇▇▇▇ shall have been filed with enter into an executive employment agreement, in substantially the Secretary of State of form attached hereto as Exhibit A (the State of New York“K▇▇▇▇▇ Agreement”); and Parent and S▇▇▇▇▇ ▇▇▇▇▇▇ shall enter into an executive employment agreement, in substantially the form attached hereto as Exhibit B (the “O▇▇▇▇▇ Agreement”).

Conditions to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement The filings of Buyer and Affinity pursuant to the transactions contemplated hereby HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of DSS applicable waiting period and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (b) This Agreement and the transactions contemplated hereby All other Required Governmental Approvals shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingobtained. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order or Law which is in effect and has has, or would have, the effect of (i) making the transactions contemplated by this Agreement illegal, (ii) otherwise restraining restraining, enjoining or prohibiting consummation of such transactions or (iii) causing any of the transactions contemplated hereunder to be consummated at the Closing to be rescinded following completion thereofthereof (a “Prohibitive Order”), and no Action by a Governmental Authority of applicable jurisdiction shall be pending for the purpose of obtaining a Prohibitive Order; provided, that, a Party may not assert its right to not consummate the transactions contemplated by this Agreement pursuant to this Section 7.01(c) if such Party shall have initiated or caused such Action or Prohibitive Order. (d) Seller and SED The Payor Contracts shall have received been assigned to Buyer in accordance with Section 2.01 and all consentsapprovals, authorizations, orders consents and approvals from the Governmental Authorities referred to waivers required in Section 3.05, and Buyer and DSS connection with such assignments shall have been received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory executed counterparts thereof shall have been delivered to Buyer and Seller, and no such consent, authorization, order and approval shall have been revokedAffinity at or prior to the Closing. (e) The Certificate of Designations Parties shall have been filed with the Secretary of State received a copy of the State of New YorkEscrow Agreement, duly executed by the Escrow Agent.

Conditions to Obligations of All Parties. The obligations of each Party the parties hereto to consummate consummate, or cause to be consummated, the transactions contemplated by this Agreement shall be Transactions are subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties: (a) This Agreement and All required filings under the transactions contemplated hereby HSR Act shall have been approved by completed and any applicable waiting period (and any extension thereof) applicable to the requisite vote consummation of (i) the Board of Directors of each of DSS and Buyer, and (ii) Transactions under the stockholders of DSS at the DSS Stockholders’ MeetingHSR Act shall have expired or been terminated. (b) This Agreement and There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder consummation of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ MeetingTransactions. (c) No Governmental Authority The Offer shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is been completed in effect accordance with the terms hereof and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereofProxy Statement/Prospectus. (d) Seller and SED Acquiror shall have received all consents, authorizations, orders at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Offer and approvals from prior to the Governmental Authorities referred to in Section 3.05, and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revokedMerger. (e) The Certificate Form S-4 shall have become effective in accordance with the provisions of Designations the Securities Act and no stop order shall have been filed issued by the SEC that remains in effect with respect to the Secretary Form S-4 and no proceeding seeking such a stop order shall have been threatened in writing or initiated by the SEC that remains pending. (f) The Requisite Company Approval shall have been obtained. (g) The Acquiror Stockholder Approval shall have been obtained. (h) The Acquiror Common Stock comprising the Merger Closing Consideration to be issued pursuant to this Agreement and the Acquiror Common Stock underlying the Exchanged Options and the Exchanged Warrants shall have been approved for listing on the Nasdaq, subject only to official notice of State of the State of New Yorkissuance thereof.

Conditions to Obligations of All Parties. The obligations of each Party party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfilment, at or prior to the Closing, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ Meeting. (b) This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of (i) the Board of Directors of each of SED and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meeting. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (db) Seller The Bankruptcy Court shall have entered the Bidding Procedures Order and SED the Sale Order and each of such orders shall be a Final Order providing for a sale of the Purchased Assets free and clear of any Encumbrances and in form and substance reasonably satisfactory to Sellers and Buyer, which orders shall not have been reversed, modified, amended or stayed. (c) Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 4.03 and Buyer and DSS shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.035.03, in each case, in form and substance reasonably satisfactory to Buyer and SellerSellers, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate of Designations shall have been filed with the Secretary of State of the State of New York.

Conditions to Obligations of All Parties. The obligations of each Party party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) This Agreement shall have been duly adopted by the Requisite Company Vote, and the transactions contemplated hereby issuance of Parent Shares pursuant to this Agreement shall have been approved by the requisite vote of (i) the Board of Directors of each of DSS and Buyer, and (ii) the stockholders of DSS at the DSS Stockholders’ MeetingRequisite Parent Vote. (b) This Agreement The filings of Parent and the transactions contemplated hereby Company pursuant to the HSR Act, if any, shall have been approved by made and the requisite vote of (i) the Board of Directors of each of SED applicable waiting period and Seller, (ii) the stockholder of the Seller, and (iii) the stockholders of SED at the SED Stockholders’ Meetingany extensions thereof shall have expired or been terminated. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (d) Seller and SED The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, 3.03 and Buyer and DSS Parent shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.034.02, in each case, in form and substance reasonably satisfactory to Buyer Parent and Sellerthe Company, and no such consent, authorization, order and approval shall have been revoked. (e) The Certificate S-4 Registration Statement shall have become effective under the Securities Act and shall not be the subject of Designations any stop order. (f) Parent Shares to be issued in the Merger shall have been filed with the Secretary approved for listing on Nasdaq, subject to official notice of State of the State of New Yorkissuance.