Common use of Conditions to Obligations of Parent and Merger Sub to Effect the Merger Clause in Contracts

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed or complied, in all material respects, with its obligations, agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Effective Time; and (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations obligation of Parent Parent, PHH and Merger Sub to effect the Merger shall be subject to the satisfaction fulfillment or waiver (to the extent permitted by Parent in writing applicable law) at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, Effective Time as though made on and or as of the Closing Datesuch time (ignoring for purposes of this determination any materiality or Material Adverse Effect qualifiers contained within individual representations and warranties), except for (i) those representations and (ii) are made warranties that address matters only as of a specific particular date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense only with respect to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as period of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall time which need only be true and correct as of such date, in each case of sub-clauses (A) date or with respect to such period and (B), except where the failure of ii) such representations and warranties failures to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Company Material Adverse Effect;. (b) The Company shall have performed or complied, and complied in all material respects, respects with its all obligations, agreements and covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and, except for such failures to perform or comply as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Company Parent shall have delivered to Parent received a certificatecertificate signed by the chief financial officer of the Company, dated as of the Closing Date, signed by an officer to the effect that, to the best of such officer's knowledge, the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied. (d) Neither the Board nor the Independent Committee (i) shall have withdrawn, modified or changed its approval or recommendation of this Agreement, the Merger or the other Transactions in any manner which Parent reasonably determines to be adverse to Parent, (ii) shall have recommended the approval or acceptance of a Superior Proposal or Third-Party Acquisition from a Person or entity other than a member of the Acquisition Group, or (iii) shall have executed any Company Acquisition Agreement. (e) No event, change, development or circumstance shall have occurred or shall exist which is reasonably expected to result in a Material Adverse Effect. (f) The Company shall have obtained the consents, approvals and waivers set forth in Section 6.3(f) of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b)Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction (or waiver by Parent in writing at or prior to the Effective Time its sole discretion) of the following additional further conditions: (a) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made shall have been true and correct in all material respects at and as of a specific the date hereof and shall be true and correct in all material respects at and as of the date of this Agreement Closing Date as if made at and as of the Closing Date, as though made on except to the extent that such representations and as of the Closing Datewarranties refer specifically to an earlier date, in which case such representations and (ii) are made as of a specific date warranties shall be have been true and correct in all material respects as of such earlier date, except for any inaccuracy in and Parent shall have received a certificate dated the representations Closing Date signed on behalf of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties by the President of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of to such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;effect. (b) The Company shall have performed or complied, in all material respects, with its obligations, agreements and covenants respects all obligations required to be performed by it under this Agreement to be performed or complied with by it on at or prior to the Effective Time; andClosing Date. Parent shall have received a certificate signed on behalf of the Company by the President of the Company to such effect. (c) The Company shall have taken all corporate action necessary to approve the transactions contemplated by this Agreement. The Company shall have furnished Parent and Merger Sub with a certificate of the Secretary of the Company, dated the Closing Date, certifying that: (i) attached thereto is a true and complete copy of resolutions adopted unanimously by the Board of Directors of the Company approving this Agreement and the Merger (such resolutions to be in form and substance reasonably satisfactory to Parent); (ii) attached thereto is a true and complete copy of resolutions adopted by the holders of at least a majority of the then outstanding Company Shares voting as a single class on an as-converted to Common Stock basis (such resolutions to be in form and substance reasonably satisfactory to Parent); and (iii) that such resolutions have not been amended and are in full force and effect as of the Closing Date. (d) There shall not have occurred any event, occurrence or change that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries taken as a whole. (e) No Action shall be pending or threatened before any court or other Governmental Entity or before any other Person wherein an unfavorable Order would (i) prevent consummation of the Merger, (ii) affect adversely the right of Parent to control the Company and the Subsidiaries of the Company or (iii) restrain or prohibit Parent’s ownership or operation (or that of its Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Surviving Corporation and its Subsidiaries, taken as a whole, or compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Surviving Corporation and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole. No such Order shall be in effect. (f) No Law shall have been enacted or shall be deemed applicable to the Merger which has any of the effects set forth in clauses (i) through (iii) in Section 8.2(e). (g) The holders of no more than two percent of the Company Shares on an as-converted to Common Stock basis shall have demanded and not lost or withdrawn, or shall be eligible to demand, appraisal rights. (h) The Chief Financial Officer and the Secretary of the Company shall have executed and delivered to Parent the Allocation Certificate. (i) Alchemy Communications, Inc. shall have entered into an agreement with the Company in form and substance satisfactory to Parent and the Company and containing a term of five (5) years. (j) The Escrow Agent and the Stockholders’ Representative shall have duly executed and delivered the Escrow Agreement to Parent. (k) The Stockholders’ Representative and the holders of not less than 95% of the shares of Company Common Stock outstanding immediately prior to the Effective Time shall have duly executed and delivered to Parent the Stockholders’ Representative Agreement. (l) Parent and Merger Sub shall have received a written opinion from counsel to the Company, addressed to Parent and Merger Sub, dated as of the Closing Date, in a form reasonably acceptable to Parent and its counsel. (m) The Company shall have delivered to Parent a certificateduly executed and certified FIRPTA Certificate. (n) The Company shall have delivered to Parent resignations from the directors and officers of the Company and each Subsidiary of the Company in office immediately prior to the Effective Time. (o) The Company shall have delivered to Parent certificates of good standing for the Company from the Secretary of State of the State of Delaware and California, each dated as of a reasonable date prior to the Closing Date, signed by an officer and certificates of good standing for the Subsidiaries of the Company and certifying as to from the satisfaction applicable Governmental Entities in each such Subsidiary’s jurisdiction of the conditions specified in Section 9.3(a) and Section 9.3(b)organization.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date contained in Section 3.2(a) shall be true and correct in all respects (other than de minimis inaccuracies) both as of the date of this Agreement and as of the Closing Date, Date as though made on and as of the Closing Date, Date (except to the extent such representations and (ii) warranties are expressly made as of a specific date date, in which case such representations and warranties shall be so true and correct as of such specific date), (ii) contained in Sections 3.2(b), 3.2(c), 3.2(d), 3.3, 3.4 and 3.26 (together with Section 3.2(a), the “Company Fundamental Representations”) shall be true and correct in all respects as of such datematerial respects, except for without giving effect to any inaccuracy in the representations of the materiality or “Company in Section 5.3 that results in de minimis liabilityMaterial Adverse Effect” qualifications therein, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct both as of the date of this Agreement and as of the Closing Date, Date as though made on and as of the Closing Date, Date (except to the extent such representations and (B) warranties are expressly made as of a specific date date, in which case such representations and warranties shall be so true and correct as of such specific date) and (iii) contained in this Agreement (other than the Company Fundamental Representations), shall be true and correct, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in each which case such representations and warranties shall be so true and correct as of sub-clauses (A) and (Bsuch specific date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; (b) The the Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants obligations required under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; (c) since the date of this Agreement, there shall not have been any event, circumstance, occurrence, effect, fact, development or change that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect; and (cd) The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date, certificate signed by an executive officer of the Company and certifying as to the satisfaction of the conditions specified matters set forth in Section 9.3(a6.2(a), Section 6.2(b) and Section 9.3(b6.2(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be is further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time fulfillment of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i3.10(a) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement both when made and at and as of the Closing Date, as though if made on at and as of the Closing Datesuch time, and (ii) are made as the representations and warranties of a specific date the Company set forth in Section 3.2(a), Section 3.2(b) and Section 3.10(b) shall be true and correct in all material respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations both when made and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing Date, as though if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), and (iii) the other representations and warranties of the Company set forth herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (B) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect“material adverse effect” qualifiers set forth in such representations and warranties (other than the representation in Section 5.9(a)))therein) would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects performed all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Effective Time and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be is further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time fulfillment of the following additional conditions: (a) The (i) the representations and warranties of the Company contained in (other than Sections 5.1, Section 5.2(b3.2(a), 5.3, 5.4, 5.9(a3.2(b) and 3.2(d)(ii), 5.20, 5.21, 5.22 and 5.23 of this Agreement ) set forth herein that (i) are not made as of qualified by a specific date “Company Material Adverse Effect” shall be true and correct in all respects as of the date of this Agreement so qualified at and as of the Closing Date, Date as though if made on at and as of such time (except to the Closing Dateextent any such representation or warranty expressly relates to an earlier date, and (ii) are made as of a specific date shall be true and correct in all respects which case as of such date), except for any inaccuracy in (ii) the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement (other than Sections 3.2(a), 3.2(b) and 3.2(d)(ii)) set forth herein that (A) are not made as of qualified by a specific date “Company Material Adverse Effect” shall be true and correct as of the date of this Agreement at and as of the Closing Date, Date as though if made on at and as of such time (except to the Closing Dateextent any such representation or warranty expressly relates to an earlier date, and (B) are made as of a specific date shall be true and correct in which case as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Company Material Adverse Effect;Effect and (iii) the representations and warranties of the Company set forth in Sections 3.2(a), 3.2(b) and 3.2(d)(ii) shall be true and correct in all but de minimis respects. (b) The Company shall have, and shall have performed or compliedcaused its Subsidiaries to have, in all material respects, respects performed all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or its Subsidiaries prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Effective Time and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(aSections 6.3(a) and Section 9.3(b)6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated hereby are further subject to the satisfaction fulfillment (or waiver in writing by Parent in writing and Merger Sub) at or prior to the Effective Time of the following additional conditions: (ai) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b3.1(a), 5.33.2, 5.43.22 and 3.23 and the first sentence of Section 3.3(a) shall be true and correct in all material respects, 5.9(a)both when made and at and as of the Closing Date, 5.20, 5.21, 5.22 as if made at and 5.23 as of this Agreement that such time (i) are not except to the extent expressly made as of a specific date an earlier date, in which case as of such date), (ii) the representation and warranty of the Company contained in the first sentence of Section 3.10 shall be true and correct in all respects both when made and at and as of the date Closing Date and (iii) the other representations and warranties of this Agreement the Company set forth in Article III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (ii) are extent expressly made as of a specific date shall be true and correct an earlier date, in all respects which case as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not reasonably be expected to, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or compliedand complied with, in all material respects, with its obligations, agreements all material obligations and covenants under (other than the obligations and covenants set forth in Section 5.13) required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent in writing at or prior and Merger Sub to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i3.6(a) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement correct, both when made and at and as of the Closing Date, as though if made on at and as of the Closing Datesuch time, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained set forth in this Agreement that (ASection 3.2(a), Section 3.2(b)(ii) are not made as of a specific date and Section 3.2(b)(iii) shall be true and correct as (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the date of this Agreement Company), both when made and at and as of the Closing Date, as though if made on at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 shall be true and correct in all material respects, both when made and at and as of the Closing Date, as if made at and as of such time (B) are except to the extent expressly made as of a specific date an earlier date, in which case as of such date); and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects performed all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The each of the representations and warranties of the Company (i) contained in Sections 5.1, Section 5.2(b3.2(a), 5.3, 5.4, 5.9(a3.2(c)(i), 5.20(c)(ii) and (c)(iv) (in each such clause of Section 3.2(c), 5.21, 5.22 with respect to the Company and 5.23 of this Agreement that (ithe securities thereof or equity interests therein) are not made as of a specific date and 3.7(c) shall be true and correct in all respects as (other than, in the case of Sections 3.2(a), and 3.2(c)(i), (c)(ii) and (c)(iv) (in each such clause of Section 3.2(c), with respect to the date of this Agreement Company and the securities thereof or equity interests therein), de minimis inaccuracies) as of the Closing Date, Date as though made on and as of such date (except to the Closing Date, extent such representations and (ii) warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), (ii) contained in the last sentence of Section 3.2(b), Section 3.3, Section 3.4, Section 3.23, Section 3.24 and Section 3.25 (together with the Sections of this Agreement referred to in clause (i), the “Company Fundamental Representations”) shall be true and correct in all respects material respects, without giving effect to any materiality or “Material Adverse Effect on the Company” qualifications therein, as of the Closing Date as though made on and as of such date, date (except for any inaccuracy in to the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other extent such representations and warranties of the Company contained in this Agreement that (A) are not expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) contained in this Agreement (other than the Company Fundamental Representations), without giving effect to any materiality or “Material Adverse Effect on the Company” qualifications therein, shall be true and correct as of the date of this Agreement and as of the Closing Date, Date as though made on and as of such date (except to the Closing Date, extent such representations and (B) warranties are expressly made as of a specific date date, in which case such representations and warranties shall be so true and correct as of such date, in each case of sub-clauses (A) and (Bspecific date only), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect on the Company; (b) The the Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants obligations required under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; (c) since the date of this Agreement, there shall not have been any event, circumstance, occurrence, effect, fact, development or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; and (cd) The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date, certificate signed by an executive officer of the Company and certifying as to the satisfaction of the conditions specified matters set forth in Section 9.3(a6.2(a), Section 6.2(b) and Section 9.3(b6.2(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction (or waiver by Parent in writing at or prior to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1Section 3.2(a) (other than the last sentence thereof) and Section 3.12(a) shall be true and correct, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 at and 5.23 as of the date of this Agreement that and at and as of Closing, as if made at and as of such time (i) are not except to the extent expressly made as of an earlier date, in which case as of such date), in each case, except for de minimis inaccuracies; (ii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.2(b), Section 3.3(a), Section 3.3(b) and Section 3.26 shall be true and correct in all material respects, at and as of the date of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (iii) the representations and warranties of the Company set forth in Article 3 that are qualified by a specific date “Company Material Adverse Effect” qualification shall be true and correct in all respects as of the date of this Agreement so qualified at and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on at and as of the Closing DateClosing, as if made at and as of such time (B) are except to the extent expressly made as of a specific date an earlier date, in which case as of such date); and (iv) the other representations and warranties of the Company set forth in Article 3 shall be true and correct at and as of the date of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct (without giving effect would not have or would not reasonably be expected to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; andClosing. (c) Since the date of this Agreement, there shall not have occurred any event, change, occurrence, effect or development that has had, or is reasonably likely to have, a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a), Section 6.3(b) and Section 9.3(b)6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction or waiver (or, to the extent permitted by Parent in writing at Law, waiver) on or prior to the Effective Time Closing Date of the following additional conditions: (a) The (i) the representations and warranties of the Company contained set forth in Sections 5.1Section 4.01, Section 5.2(b4.03 (other than Section 4.03(a)), 5.3Section 4.04, 5.4Section 4.19 and Section 4.24 and the representations and warranties of Vista Outdoor set forth in Section 10.01(a) and Section 10.01(b) shall be true and correct in all material respects, 5.9(aas of the Closing as though made at the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), 5.20, 5.21, 5.22 (ii) the representations and 5.23 warranties of this Agreement that (iCompany set forth in Section 4.03(a) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and other than de minimis inaccuracies, as of the Closing Date, as though made on at the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of the Closing Datesuch earlier date), and (iiiii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained and Vista Outdoor set forth in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Datecorrect, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation disregarding all qualifications or limitations as to “materiality” or “ ”, “Company Material Adverse Effect” and words of similar import set forth in therein, as of the Closing as though made at the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), other than than, in the representation in Section 5.9(acase of this clause (iii))), any failures to be so true and correct that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Company Material Adverse Effect; (b) The each of Company and Vista Outdoor shall have performed or complied, in all material respects, with its obligations, agreements and covenants under this Agreement respects all obligations required to be performed or complied with by it on them under this Agreement, and each other Transaction Document to which they are a party, at or prior to the Effective TimeClosing; (c) Parent shall have received a certificate signed on behalf of Company by an executive officer of Company certifying the satisfaction by Company of the conditions set forth in Sections 7.03(a), 7.03(b) and 7.03(d); (d) since the date of this Agreement there shall not have been any effect, change, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and (ce) The Company the Reorganization shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b)been completed.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent P▇▇▇▇▇ and Merger M▇▇▇▇▇ Sub to effect the Merger shall be and the other Transactions are further subject to the satisfaction (or waiver by Parent in writing at or prior to the Effective Time extent permitted by applicable Law) of the following additional conditions: (ai) The representations and warranties of the Company contained set forth in Sections 5.1the first sentence of Section 4.02(a), Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 4.02(b) and 5.23 of this Agreement that (iSection 4.02(c) are not made as of a specific date shall be true and correct in all respects at and as of the date of this Agreement hereof and as of the Closing Date, as though if made on at and as of such time (except to the extent made as of an earlier date, in which case at and as of such date), except for inaccuracies that, in the aggregate, do not increase the aggregate consideration payable by Parent pursuant to Article III in more than a de minimis respect; (ii) the representations and warranties of the Company set forth in Section 4.01(a), Section 4.02(a) (other than the first sentence thereof), Section 4.04, Section 4.05(a)(i) and Section 4.25 shall be true and correct in all material respects at and as of the date hereof and the Closing Date, as if made at and as of such time (ii) are except to the extent made as of a specific date an earlier date, in which case at and as of such date); (iii) the representations and warranties of the Company set forth in Section 4.07(a) shall be true and correct in all respects at and as of the date hereof and the Closing Date, as if made at and as of such date, except for any inaccuracy in time; and (iv) the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company set forth in Article IV (disregarding all materiality and Company Material Adverse Effect qualifications contained in this Agreement that (Atherein) are not made as of a specific date shall be true and correct in all respects at and as of the date of this Agreement hereof and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (B) are extent made as of a specific date shall be true an earlier date, in which case at and correct as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has does not had and would not reasonably be expected to have constitute a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects its obligations and complied in all material respects with its obligations, agreements and the covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a7.03(a), Section 7.03(b) and Section 9.3(b)7.03(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent in writing at or prior and Merger Sub to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1Section 3.2(a) (first and second sentences), Section 5.2(b3.2(b) (first and second sentences), 5.3, 5.4, 5.9(aSection 3.2(c) (clauses (i), 5.20, 5.21, 5.22 (ii) and 5.23 of this Agreement that (iiii)) are not made as of a specific date and Section 3.6(a) shall be true and correct in all respects as of the date of this Agreement respects, both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Dateextent expressly made as of an earlier date, in which case as of such date), except, solely in respect of Section 3.2(a) (first and second sentences), Section 3.2(b) (first and second sentences), Section 3.2(c) (clauses (i), (ii) are made as and (iii)), for de minimis inaccuracies; (ii) the representations and warranties of a specific date the Company set forth in Section 3.2(a) (other than first and second sentences), Section 3.3, Section 3.22, Section 3.23 and Section 3.25 shall be true and correct in all respects as of such datematerial respects, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations both when made and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing Date, as though if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all respects, both when made and at and as of the Closing Date, as if made at and as of such time (B) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))does not, individually or in the aggregate, has not had and would not reasonably be expected to have constitute a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a), Section 6.3(b) and Section 9.3(b)6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction (or waiver by Parent in writing at or prior to the Effective Time its sole discretion) of the following additional further conditions: (a) The Except as set forth below, the representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made shall have been true and correct at and as of a specific the date hereof and shall be true and correct in all respects as of the date of this Agreement at and as of the Closing DateDate as if made at and as of the Closing Date (except that the accuracy of those representations and warranties that address matters only as of a particular date shall be measured as of such date), except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Section 7.2(a) if such inaccuracies (considered individually or collectively) do not have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; provided further, that notwithstanding the foregoing, the representations and warranties of the Company set forth in Section 3.2(a), (d), (j), (k) and the first sentence of Section 3.2(b) (Capitalization), Section 3.4 (Authority and Enforceability), Section 3.6 (Financial Statements), Section 3.7(b) (No Undisclosed Liabilities), Section 3.11(b), (c), (f), (g), (l), (m), (n), (q) and (r) (Regulatory) and Section 3.16(b), (e) and (g) (Intellectual Property) that are qualified by materiality (considered collectively and individually) shall have been true and correct at and as though of the date hereof and shall be true and correct at and as of the Closing Date as if made on at and as of the Closing Date, and such representations and warranties that are not so qualified (iiconsidered collectively and individually) are made shall have been true and correct in all material respects at and as of a specific the date hereof and shall be true and correct in all material respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations at and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement Closing Date as if made at and as of the Closing Date, as though made on except to the extent that such representations and as of the Closing Datewarranties refer specifically to an earlier date, in which case such representations and (B) are made as of a specific date warranties shall be have been true and correct as of such earlier date, in each case and Parent shall have received a certificate dated the Closing Date signed on behalf of sub-clauses (A) and (B), except where the failure Company by the President of the Company to such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;effect. (b) The Company shall have performed the obligations required to be performed by it under this Agreement at or complied, prior to the Closing Date in all material respects, with its obligations, agreements and covenants under this Agreement . Parent shall have received a certificate signed on behalf of the Company by the President of the Company to be performed or complied with by it on or prior to the Effective Time; andsuch effect. (c) The Company shall have taken all corporate actions necessary to approve the transactions contemplated by this Agreement. The Company shall have furnished Parent and Merger Sub with a certificate of the Secretary of the Company, dated the Closing Date, certifying that: (i) attached thereto is a true and complete copy of resolutions adopted unanimously by the Board of Directors of the Company approving this Agreement and the Merger (such resolutions to be in form and substance reasonably satisfactory to Parent); (ii) attached thereto is a true and complete copy of resolutions adopted by the holders of at least a majority of the then outstanding Company Shares voting as a single class, holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock, holders of at least a majority of the then outstanding shares of Class A Common Stock and holders of at least a majority of the then outstanding shares of Class B Common Stock adopting and approving this Agreement and the Merger (such resolutions to be in form and substance reasonably satisfactory to Parent); and (iii) that such resolutions have not been amended and are in full force and effect as of the Closing Date. (d) There shall not have occurred since the date of this Agreement any event, occurrence or change that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) No action, proceeding or litigation brought by any Government Entity of competent jurisdiction shall be pending before any court or other Governmental Entity seeking to (i) prevent consummation of the Merger, (ii) affect adversely the right of Parent to control the Company and the Subsidiaries of the Company in a material way; or (iii) restrain or prohibit Parent’s ownership or operation of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or compel Parent or any of its Subsidiaries or Affiliates to dispose of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole. No Order was given by a Government Entity of competent jurisdiction that has the effect mentioned in sub-clauses “(i)” through “(iii).” (f) The Chief Executive Officer and the Secretary of the Company shall have executed and delivered to Parent the Allocation Certificate. (g) The Stockholder Representative shall have duly executed and delivered the Escrow Agreement to Parent. (h) Each of the Employment and Noncompetition Agreements executed by the Key Employees shall be in full force and effect as of the Closing Date, except as may be caused by the Death and Disability (as defined in the applicable Employment and Noncompetition Agreement) of such Key Employee. (i) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the duly executed and certified FIRPTA Certificate. (j) The Company and certifying as shall have delivered to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b)Parent a duly executed CFO Certificate.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The (i) each of the representations and warranties of the Company contained in Sections 5.1Section 3.2(a), Section 5.2(b3.2(c)(i), 5.3, 5.4, 5.9(a(ii) and (iv) (in each such clause of Section 3.2(c), 5.20with respect to the Company and the securities thereof or equity interests therein), 5.21Section 3.3, 5.22 Section 3.4, Section 3.5(a)(i), Section 3.7(c) and 5.23 of this Agreement that (i) are not made as of a specific date Section 3.24 shall be true and correct in all respects as (other than, in the case of Section 3.2(a), Section 3.2(c)(i), (ii) and (iv) (in each such clause of Section 3.2(c), with respect to the date of this Agreement Company and the securities thereof or equity interests therein), de minimis inaccuracies) as of the Closing Date, Date as though if made on at and as of such time (except to the Closing Date, extent such representations and (ii) warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), (ii) each of the representations and warranties of the Company contained in the first sentence of Section 3.1, Section 3.2(b), Section 3.2(c)(iii), Section 3.25 and Section 3.26 (without giving effect to any materiality, Material Adverse Effect or similar qualifiers contained therein) shall be true and correct in all material respects as of the Closing Date as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, except for any inaccuracy in which representation or warranty shall be so true and correct as of such specified date) and (iii) the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (Awithout giving effect to any materiality, Material Adverse Effect or similar qualifiers contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement Closing Date as if made at and as of the Closing Date, as though made on and as of the Closing Date, and such time (B) are other than any such representation or warranty that is made as of a specific date specified date, which representation or warranty shall be so true and correct as of such specified date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect on the Company; (b) The the Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants obligations required under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; and (c) The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date, certificate signed by an executive officer of the Company and certifying as to the satisfaction of the conditions specified matters set forth in Section 9.3(a6.2(a) and Section 9.3(b6.2(b).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated hereby are further subject to the satisfaction fulfillment (or waiver in writing by Parent in writing and Merger Sub) at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.13.1, Section 5.2(b)3.2, 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.3(a) and 5.23 of this Agreement that (i) are not made as of a specific date 3.23 shall be true and correct in all respects as of the date of this Agreement material respects, both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Dateextent expressly made as of an earlier date, in which case as of such date), and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained set forth in this Agreement that (A) are not made as of a specific date Article III shall be true and correct as of the date of this Agreement both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (B) are extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (ii) where the failure of such representations and warranties to be so true and correct (without giving effect regard to any limitation qualifications or exceptions contained as to “materiality” materiality or “ Company Material Adverse Effect” set forth Effect contained in such representations and warranties (other than the representation in Section 5.9(a))warranties), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date of this Agreement, there has not been any event or effect that, individually or in the aggregate, has had a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.3(a), (b) and (c) have been satisfied. (e) The Company shall have delivered to Parent certificate, in the form and substance required under Treasury Regulation §§ 1.897-2(h) and 1.1445-2(c)(3), certifying that the Company is not and has not been within the past five years a “United States real property holding corporation” within the meaning of Section 897 of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b)Code.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The All obligations of Parent and Merger Sub to effect consummate the Merger shall be and the other transactions contemplated by this Agreement are subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of each of the following additional conditionsconditions (each of which are for the sole benefit of Parent and Merger Sub and their affiliates and may be asserted by Parent and Merger Sub regardless of the circumstances giving rise to any such condition or may be waived by Parent, in whole or in part, from time to time in its sole discretion), and the Company shall use its commercially reasonable efforts to cause each of such conditions to be satisfied: (a) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 Article III of this Agreement that (i) that are not made as of a specific date qualified by materiality or Material Adverse Effect shall be true and correct in all respects respects, and (ii) that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date, Date as though such representations and warranties had been made by the Company on and as of the Closing Date, and (ii) are made as of the Parent shall have received at the Closing a specific date shall be true and correct in all respects as of such datecertificate, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of dated the Closing Date, as though made on and as signed by the Chief Executive Officer of the Closing Date, and (B) are made as of a specific date shall be true and correct as of Company to such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;effect. (b) The Company shall have performed or complied, and complied in all material respects, respects with its obligationsall covenants, agreements and covenants under conditions contained in this Agreement required to be performed or complied with by it the Company on or prior to the Effective Time; and (c) The Company Closing Date, and the Parent shall have delivered to Parent received at the Closing a certificate, dated as of the Closing Date, signed by an officer the Chief Executive Officer of the Company to such effect. (c) All corporate and certifying as other proceedings to be taken in connection with the transactions contemplated by this Agreement shall have been taken and obtained, and all documents incident thereto shall be reasonably satisfactory in form and substance to the satisfaction Parent and its counsel, both of the conditions specified in Section 9.3(a) and Section 9.3(b)whom shall have received all such originals or certified or other copies of such documents as either may reasonably request.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects (but without regard to materiality qualifications or references to Company Material Adverse Effect contained in any specific representation or warranty) as of the date of this Agreement and as of the date of the Closing Date, as though made on and as of the Closing Date, and (ii) are except for representations or warranties expressly made as of a specific date shall date, the accuracy of which will be determined as of the specified date), except where any failure of such representations and warranties in the aggregate to be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed or complied, in all material respects, with its obligations, agreements and covenants respects all obligations required to be performed by it under this Agreement to be performed or complied with by it on at or prior to the Effective Time; and; (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the Company and certifying as certificate to the satisfaction effect that each of the conditions specified in Section 9.3(aSections 6.2(a) and (b) above has been satisfied in all respects; and (d) Parent shall have received the opinion of King & Spalding, in form and substance reasonably satisfactory to Parent, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, Merger Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 9.3(b368(a) of the Code. In rendering the opinion described in this Section 6.2(d), King & Spalding shall have received and may rely upon the certificates and representations referred to in Section 5.16(b) hereof.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time fulfillment of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.13.1, Section 5.2(b)3.2, 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.3 and 5.23 of this Agreement that (i) are not made as of a specific date 3.14 shall be true and correct in all respects as material respects, and (ii) the other representations and warranties of the date Company set forth in ARTICLE III shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of this Agreement similar import set forth therein) at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (ii) are extent expressly made as of a specific date shall be true and correct an earlier date, in all respects which case as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects performed all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Not more than 10% of the outstanding Common Stock as of immediately prior to the Effective Time shall have made, and not withdrawn, written demand on the Company for the purchase of their shares of Common Stock in connection with the Merger in compliance with the requirements of Section 262 of the DGCL. (d) The Offer Letter (including the CIIA attached thereto) shall remain in full force and effect and Raza shall not have (nor shall have indicated an intent to) rescinded, terminated or otherwise failed to perform his obligations under the Offer Letter. (e) Each of the Noncompetition Agreements shall remain in full force and effect and no party thereto shall have (or shall have indicated an intent to) rescinded, terminated or otherwise failed to perform his obligations under any such Noncompetition Agreement. (f) (i) At least ten (10) of the employees of the Company and the Company’s Subsidiaries as of the date of this Agreement (when counted together with Raza and the individuals listed on Schedule 6.3(j) hereto ) shall have become Continuing Employees. Each Continuing Employee shall have remained continuously employed with the Company from the date of this Agreement through the Closing and shall have signed each of the documents referenced in Section 5.5(b) and no action shall have been taken by any such individual to rescind any such documents; and (ii) the employment of each of the Designated Employees and each other employee who has declined Parent’s offer of continued employment shall have been terminated effective no later than immediately prior to the Closing. (g) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer a officer, certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (h) All holders of Company Stock Options issued under the 1995 Plan shall have executed agreements in forms reasonably satisfactory to Parent providing that such securities will automatically terminate at the Effective Time without payment of any consideration therefor by Company, Parent or Merger Sub other than the consideration described in Section 2.3(a). All persons who (i) are providing services to the Company as of the date of this Agreement (whether as employees, consultants, directors or otherwise) and (ii) are holders of Company Stock Options and/or Warrants, shall have executed agreements in forms reasonably satisfactory to Parent releasing the Company, Parent and their respective affiliates from any claims and providing for the cancellation of such Company Stock Options and Warrants in exchange for the cash payments contemplated by Section 2.3(a) and Section 2.4(a). (i) The Company shall have delivered to Parent evidence, in form and substance reasonably acceptable to Parent, that, effective no later than the Effective Time, each of the current authorized signatories on all of the bank and deposit accounts of the Company shall be removed as signatories from such accounts and certifying the representatives of Parent identified on Schedule 6.3(i) hereto shall be appointed as to the satisfaction sole authorized signatories on such accounts. (j) Each of the conditions specified individuals listed on Schedule 6.3(j) hereto (other than Raza) shall have executed (i) an employee offer letter in Section 9.3(aa form reasonably satisfactory to Parent, (ii) the CIIA and Section 9.3(b)(iii) a Noncompetition Agreement , the form of which is attached hereto as Annex III, which agreements shall remain in full force and effect as of the Effective Time, and such individuals shall not have (nor shall they have indicated an intent to) rescinded, terminated or otherwise failed to perform their obligations under such agreements.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations obligation of Parent and Merger Sub to effect the Merger shall be is further subject to the satisfaction fulfillment (or the waiver by Parent in writing Parent, to the extent permissible under applicable Law) at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement Article III that (i) are not made as of qualified by a specific date “Material Adverse Effect” qualification shall be true and correct in all respects as so qualified both at and as of the date of this Agreement and as of the Closing Date, as though made on at and as of the Closing DateDate as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, and in which case as of such date), (ii) other than the first sentence of Section 3.1(a), Section 3.2(a), Section 3.2(b), Section 3.3(a), Section 3.10(b) and Section 3.18, the representations and warranties of the Company set forth in Article III that are not qualified by a “Material Adverse Effect” qualification shall be true and correct (determined for this purpose without giving effect to any materiality qualifications contained therein (other than those included in the reference to “material weakness” in Section 3.5 and in Sections 3.9(a) and 3.9(i), Section 3.14, Section 3.15(a) and Section 3.16(a))) both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where such failures to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a specific Material Adverse Effect, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.2(b), Section 3.3(a) and Section 3.18 shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), (iv) the representations and warranties of the Company set forth in Section 3.2(a) shall be true and correct in all but any de minimis respects and (v) the representations and warranties of the Company set forth in Section 3.10(b) shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations both at and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and at and as of the Closing Date, Date as though made on at and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an a duly authorized executive officer of the Company and Company, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations obligation of Parent and Merger Sub to effect the Merger shall be is further subject to the satisfaction fulfillment (or the waiver by Parent in writing Parent, to the extent permissible under applicable Law) at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1the first sentence of Section 3.1(a), Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.3(a) and 5.23 Section 3.18 shall be true and correct in all material respects as of this Agreement that the date hereof and as of the Closing Date as though made on and as of the Closing Date (i) are not except to the extent expressly made as of a specific an earlier date, in which case as of such date), (ii) the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b)(ii), Section 3.2(b)(iii), Section 3.2(b)(iv) and Section 3.2(b)(v) shall be true in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company, (iii) the representations and warranties of the Company set forth in Section 3.10(b) shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date, and Date (ii) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in all respects which case as of such date, except for any inaccuracy in ) and (iv) the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company set forth in Article III (disregarding all materiality and Material Adverse Effect qualifications contained therein) (other than those included in this Agreement that (Athe reference to “material weakness” in Section 3.5 and in Section 3.16(a)) are not made as of a specific date shall be true and correct as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date, and Date (B) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iv) where the failure of such representations and warranties failures to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date of this Agreement there shall not have occurred a Material Adverse Effect that is continuing. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an a duly authorized executive officer of the Company and Company, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a), Section 6.3(b) and Section 9.3(b)6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other Transactions are further subject to the satisfaction (or waiver by Parent in writing at or prior and Merger Sub to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1Section 4.1(a), the first sentence of Section 4.2(a), Section 5.2(b4.2(b), 5.3, 5.4, 5.9(aSection 4.2(c), 5.20, 5.21, 5.22 Section 4.4(a)(i) and 5.23 of this Agreement that (iSection 4.6(a) are not made as of a specific date shall be true and correct in all respects at and as of the date of this Agreement hereof and as of the Closing Date, as though if made on at and as of such time (except to the extent made as of an earlier date, in which case at and as of such date), except, solely in respect of the first sentence of Section 4.2(a), Section 4.2(b) and Section 4.2(c) (solely with respect to the Company), for inaccuracies that do not exceed $5,000,000 in the aggregate; (ii) the representations and warranties of the Company set forth in Section 4.2(a) (other than the first sentence thereof), Section 4.3, Section 4.21, Section 4.22, Section 4.23 and Section 4.24, shall be true and correct in all material respects at and as of the date hereof and the Closing Date, as if made at and as of such time (ii) are except to the extent made as of a specific date an earlier date, in which case at and as of such date); and (iii) the other representations and warranties of the Company set forth in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations at and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement hereof and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (B) are extent made as of a specific date shall be true an earlier date, in which case at and correct as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))does not, individually or in the aggregate, has not had and would not reasonably be expected to have constitute a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a7.3(a), Section 7.3(b) and Section 9.3(b)7.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The each of the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as contained in Section 3.2(a), Section 3.2(c) (only in respect of a specific date securities of the Company and other than clause (C) thereof), and Section 3.7(b) shall be true and correct in all respects as (other than, in the case of the date of this Agreement Section 3.2(a) and Section 3.2(c), for any de minimis inaccuracies) as of the Closing Date, Date as though made on and as of such date (except to the Closing Date, extent such representations and (ii) warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), (ii) contained in Section 3.2(b) (other than the last sentence thereof), Section 3.3, Section 3.4, Section 3.24, Section 3.26 and Section 3.27 (together with the Sections of this Agreement referred to in the immediately preceding clause (i), the “Company Specified Representations”) shall be true and correct (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein) in all material respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, Date as though made on and as of such date (except to the Closing Date, extent such representations and (B) warranties are expressly made as of a specific date date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) contained in Article III (other than the Company Specified Representations), shall be true and correct (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein) as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in each which case such representations and warranties shall be so true and correct as of sub-clauses (A) and (Bsuch specific date only), except in the case of this clause (iii) where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; (b) The the Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants obligations required under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; and (c) The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date, certificate signed by an executive officer of the Company and certifying certifying, on behalf of the Company, as to the satisfaction of the conditions specified matters set forth in Section 9.3(a6.2(a) and Section 9.3(b6.2(b).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver by Parent in writing Parent) at or prior to the Effective Time of the following additional conditions: (a) The Each of the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date Section 2.1, Section 2.2(a), Section 2.2(b), Section 2.2(d), Section 2.3(a), Section 2.3(b), Section 2.3(c)(i), Section 2.4(a), Section 2.4(b), Section 2.9 and Section 2.21 shall be true and correct in all material respects as of the date of this Agreement at and as of the Closing Date, Effective Time as though if made on at and as of the Closing Date, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific another specified date or time, which shall be true and correct in all material respects only as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost date or expense to Parent or Merger Sub. The other representations time) and warranties of the Company contained in (ii) this Agreement that other than those Sections specifically identified in clause (Ai) are not made as of a specific date this Section 5.3(a) (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct as of the date of this Agreement at and as of the Closing Date, Effective Time as though if made on at and as of the Closing Date, such time (other than representations and (B) are made warranties that by their terms address matters only as of a specific another specified 66 date or time, which shall be true and correct correct, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, only as of such datedate or time), with only such exceptions, in each the case of sub-clauses this clause (Aii) only, as have not had and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;; provided that solely for purposes of clause (i) above, if one or more inaccuracies in Section 2.2(a), Section 2.2(b) or Section 2.2(d) would cause the aggregate amount required to be paid by Parent or Merger Sub in connection with the Closing to increase by $3,000,000 or more, such inaccuracy or inaccuracies shall be considered material for purposes of clause (i) of this Section 5.3(a) and a failure of the condition set forth in Section 5.3(a)(i). (b) The Company shall have performed or compliedcomplied with, in all material respects, with its all of the obligations, agreements and covenants under this Agreement to be performed or complied with by it on at or prior to the Effective Time; (c) Since the Company Balance Sheet Date, there shall not have occurred any change, event, circumstance, development or effect that has had, individually or in the aggregate, a Company Material Adverse Effect; and (cd) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an executive officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a5.3(a) and through Section 9.3(b5.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated hereby are further subject to the satisfaction (or waiver by Parent in writing and Merger Sub to the extent permitted by applicable Law) at or prior to the Effective Time of the following additional conditions: (ai) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b3.1(a), 5.3, 5.4, 5.9(a3.2(b), 5.203.2(c), 5.213.2(d), 5.22 3.3(a), 3.22(a) and 5.23 3.23 shall be true and correct in all material respects, both when made and at and as of this Agreement that the Closing Date, as if made at and as of such time (i) are not except to the extent expressly made as of a specific date an earlier date, in which case as of such date); (ii) the representations and warranties of the Company set forth in Section 3.2(a) shall be true and correct in all respects both when made and at and as of the date Closing Date other than de minimis inaccuracies; and (iii) the other representations and warranties of this Agreement the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein, other than those in Section 3.11) shall be true and correct both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (ii) are extent expressly made as of a specific date shall be true and correct an earlier date, in all respects which case as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall and the other transactions to be effected at the Closing as contemplated by this Agreement are further subject to the satisfaction fulfillment (or waiver in writing by Parent in writing and Merger Sub) at or prior to and as of the Effective Time of the following additional conditions: (a) The (i) the representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 4.2(a) (except for the penultimate sentence thereof) and 5.23 of this Agreement that (iin Section 4.2(b) are not made as of a specific date shall be true and correct in all respects correct, other than any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the Closing Dateextent any such representation or warranty expressly speaks as of a particular date, and in which case only as of such particular date), (ii) are made as the representations and warranties of a specific date the Company set forth in Section 4.1(a), in the penultimate sentence of Section 4.2(a), in Section 4.2(c), in Section 4.2(d), in Section 4.3(a) and in the first sentence of Section 4.21 shall be true and correct in all respects as of such datematerial respects, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the Closing Date, and (B) are made extent any such representation or warranty expressly speaks as of a specific date particular date, in which case only as of such particular date), (iii) the representations and warranties of the Company set forth in Section 4.10(b) shall be true and correct as of the date of this Agreement and as of the Closing Date, as through made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in each which case only as of sub-clauses (A) and (Bsuch particular date), except where (iv) the failure of such other representations and warranties of the Company set forth in Article IV which are qualified by a “Company Material Adverse Effect” qualification shall be true and correct in all respects as so qualified, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), and (v) the other representations and warranties of the Company set forth in Article IV which are not qualified by a “Company Material Adverse Effect” qualification shall be true and correct (without giving effect to any limitation “materiality,” “in all material respects,” or similar qualifiers), as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), except for such failures to be true and correct (without regard to any qualifications or exceptions contained as to “materiality,” “in all material respects” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has similar qualifiers) as have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on at or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of that the conditions specified set forth in Section 9.3(a7.3(a) and Section 9.3(b)7.3(b) have been satisfied. (d) The Company shall have consummated the Preferred Stock Conversion. (e) The Stockholders Agreement shall be terminated and shall have no further force or effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (ai) The representations and warranties of the Company contained shall have performed in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of all material respects its obligations under this Agreement that (i) are not made as of a specific date shall required to be true and correct in all respects as of performed by it at or prior to the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, Effective Time and (iiii)(A) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement in all respects when made and as of the Closing Date, Effective Time as though if made on at such time (except to the extent such representations and as of the Closing Date, and (B) are made warranties speak as of a specific date shall specified date, they need be true and correct in all respects only as of such specified date), in each case of sub-clauses (A) and (B)interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term Company Material Adverse Effect, except where the failure of all such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect and (B) the representations and warranties of the Company contained in Section 2.2, Section 2.23, Section 2.26, Section 2.27 and Section 2.28 shall be true and correct in all material respects when made and as of the Effective Time as if made at such time (except that to the extent such representations and warranties speak as of a specified date, they need be true and correct in all material respects only as of such specified date); (b) The Company Parent and Merger Sub shall have performed or complied, in all material respects, with its obligations, agreements received a certificate of the chief executive officer and covenants under this Agreement to be performed or complied with by it on or prior chief financial officer of the Company as to the Effective Time; andsatisfaction of the conditions set forth in Section 5.3(a); (c) The Company shall have delivered provided to Parent and Merger Sub a certificatecertificate in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) to the effect that the Company is not currently, dated as and was not at any time during the specified period in Section 897(c)(1)(A)(ii) of the Closing DateCode, signed by an officer a “United States Real Property Holding Corporation” as that term is defined in Section 897(c)(2) of the Code; (d) All the outstanding shares of Company Convertible Preferred Stock shall be redeemed at the Effective Time in consideration for the payment of the Redemption Amount; (e) The Company shall have received the Payoff Documents set forth in Section 5.3(e) of the Company Disclosure Letter, in form and certifying as substance reasonably satisfactory to Parent; (i) All Additional Payments relating to the satisfaction of the conditions specified Business Acquisitions set forth in Section 9.3(a2.26(a) (only with respect to the Crush matter) and Section 9.3(b)2.26(b) of the Company Disclosure Schedule shall have been satisfied in full and shall not be subject to any negotiation, claim, reservation, arbitration, litigation or other dispute by any Person (other than with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Studios, Inc.) and (ii) the amount that shall have been paid by the Company and its Subsidiaries after the date hereof with respect to all Additional Payments relating to the Business Acquisitions shall not be greater than the amounts set forth in Section 2.26(a) and Section 2.26(b) of the Company Disclosure Schedule; and (g) Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (a) (x) The representations and warranties of the Company contained in Sections 5.1, Section 5.2(b5.1 (Organization), 5.3, 5.4, 5.9(a5.2 (Company Subsidiaries), 5.205.4 (Authority for Agreements) and 5.22 (Brokers) of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date and (y) the representations and warranties of the Company contained in Section 5.3 (Capitalization) shall be true and correct other than de minimis inaccuracies, 5.21as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, 5.22 provided that representations and 5.23 warranties that are made as of a specific date shall be true and correct in all respects as of such date. The other representations and warranties of the Company contained in this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (Ai) and (Bii), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed or compliedcomplied with, in all material respects, with each of its obligations, agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Effective Time; andClosing Date; (c) S▇▇▇▇▇▇▇ ▇▇▇ shall continue to be an employee of the Company as of the Closing and shall not have given notice of termination of employment; (d) Since the date of this Agreement, there has been no Effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (e) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the Company, in such Person’s capacity as an officer of the Company and not in such Person’s individual capacity, certifying as to the satisfaction of the conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.3(b9.3(c); (f) The Company shall have received the consents set forth on Section 9.3(f) of the Company Disclosure Letter; (i) Each of the Holders listed on Exhibit C shall have executed, and the Company shall have delivered to Parent, concurrently with the execution of this Agreement, the Stockholders Support Agreement, substantially in the form attached hereto as Exhibit A, and (ii) the Stockholders Support Agreement shall, as of the Closing Date, remain in effect and a valid and binding obligation of each such Holder; and (h) the number of Dissenting Shares shall represent less than 5% of the Fully Diluted Common Stock Number.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The each of the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date contained in Section 3.2(a) shall be true and correct in all respects as of the date of this Agreement and (other than de minimis inaccuracies) as of the Closing Date, Date as though made on and as of the Closing Date, Date (except to the extent such representations and (ii) warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), (ii) contained in Sections 3.2(b), 3.2(c), 3.2(d), 3.3, 3.4, 3.24, 3.25, 3.26 and 3.28(a) (together with Section 3.2(a), the “Company Fundamental Representations”) shall be true and correct in all respects as of such datematerial respects, except for without giving effect to any inaccuracy in the representations of the materiality or “Company in Section 5.3 that results in de minimis liabilityMaterial Adverse Effect” qualifications therein, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, Date as though made on and as of the Closing Date, Date (except to the extent such representations and (B) warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) contained in this Agreement (other than the Company Fundamental Representations), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in each which case such representations and warranties shall be so true and correct as of sub-clauses (A) and (Bsuch specific date only), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; (b) The the Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants obligations required under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; (c) since the date of this Agreement, there shall not have occurred any event, occurrence, development or change that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) Parent shall have received a certificate signed by an executive officer of the Company certifying as to the matters set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c); and (ce) The Company Parent shall have delivered received the written opinion of Parent Tax Counsel (or, if Parent Tax Counsel advises that it will not deliver a written opinion to Parent Parent, a certificate, dated written opinion from each of (i) Company Tax Counsel and (ii) the Additional Tax Counsel) as of the Closing DateDate to the effect that, signed by an officer on the basis of the facts, representations, assumptions, limitations and exclusions set forth or referred to in such opinion, the Merger will not cause the KLX External Spin-Off to fail to qualify for the KLX Spin-Off Tax Treatment. In rendering the opinion described in this Section 6.2(e), Parent Tax Counsel (or Company Tax Counsel and certifying as to Additional Tax Counsel) may require and rely upon (and may incorporate by reference) reasonable and customary representations, warranties and covenants, including the satisfaction of Parent Closing Representation Letter and the conditions specified in Section 9.3(a) and Section 9.3(b)Company Closing Representation Letter.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated hereby are further subject to the satisfaction (or waiver by Parent in writing at or prior and Merger Sub to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1Section 3.2(a), Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.2(b) and 5.23 the first sentence of this Agreement that (i) are not made as of a specific date Section 3.10 shall be true and correct in all respects as of the date of this Agreement respects, both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Dateextent expressly made as of an earlier date, in which case as of such date), other than, solely in the case of Section 3.2(a) and Section 3.2(b), de minimis inaccuracies; (ii) are made as the representations and warranties of a specific date the Company set forth in Section 3.1(a) solely with respect to the Company’s due organization, valid existence, good standing and corporate power and authority, Section 3.3(a) and Section 3.21 shall be true and correct in all respects as of such datematerial respects, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations both when made and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing Date, as though if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (B) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (a) The (i) the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained set forth in this Agreement that (Aother than those set forth in Section 3.2 or Section 3.23) are not made as of a specific date shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date, Date as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; Effect (bdisregarding for these purposes (A) The Company shall have performed any qualification or compliedexception for, or reference to, materiality in any such representation or warranty and (B) any use of the terms “material,” “materiality,” “in all material respects, with its obligations, agreements ,” “material adverse change,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty); and covenants under the representations and warranties of the Company set forth in Section 3.2 and Section 3.23 of this Agreement to shall be performed or complied with by it on or prior true and correct in all material respects as of the date of this Agreement and (except to the Effective Time; and (cextent such representations and warranties speak as of an earlier date) The Company shall have delivered to Parent a certificate, dated as of the Closing Date as though made on and as of the Closing Date, signed by an officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b).;

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The each of the representations and warranties of the Company (i) contained in Sections 5.1, Section 5.2(b3.2(a), 5.3, 5.4, 5.9(a3.2(c)(i), 5.20(c)(ii) and (c)(iv) (in each such clause of Section 3.2(c), 5.21, 5.22 with respect to the Company and 5.23 of this Agreement that (ithe securities thereof or equity interests therein) are not made as of a specific date and 3.7(c) shall be true and correct in all respects as (other than, in the case of Sections 3.2(a) and 3.2(c)(i), (c)(ii) and (c)(iv) (in each such clause of Section 3.2(c), with respect to the date of this Agreement Company and the securities thereof or equity interests therein), de minimis inaccuracies) as of the Closing Date, Date as though made on and as of such date (except to the Closing Date, extent such representations and (ii) warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), (ii) contained in the first and last sentences of Section 3.2(b), Section 3.3, Section 3.4, Section 3.24, Section 3.25, Section 3.26 and Section 3.27 (together with the Sections of this Agreement referred to in clause (i), the “Company Fundamental Representations”) shall be true and correct in all respects material respects, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, as of the Closing Date as though made on and as of such date, date (except for any inaccuracy in to the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other extent such representations and warranties of the Company contained in this Agreement that (A) are not expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) and (iii) contained in this Agreement (other than the Company Fundamental Representations), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the date of this Agreement and as of the Closing Date, Date as though made on and as of such date (except to the Closing Date, extent such representations and (B) warranties are expressly made as of a specific date date, in which case such representations and warranties shall be so true and correct as of such date, in each case of sub-clauses (A) and (Bspecific date only), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; (b) The the Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants obligations required under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; (c) since the date of this Agreement, there shall not have been any event, circumstance, occurrence, effect, fact, development or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (cd) The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date, certificate signed by an executive officer of the Company and certifying as to the satisfaction of the conditions specified matters set forth in Section 9.3(a6.2(a), Section 6.2(b) and Section 9.3(b6.2(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations respective obligation of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction fulfillment or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (ai) The representations and warranties of the Company contained set forth in (A) Sections 5.14.2, Section 5.2(b4.9(i), 5.34.17, 5.4, 5.9(a), 5.20, 5.21, 5.22 4.21 and 5.23 the first sentence of this Agreement that (i) are not made as of a specific date Section 4.18 shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date, Date as though if made on at and as of the Closing Date, and (iiB) are made as of a specific date Section 4.3 shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations at and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on at and as of the Closing Date, Date as if made at and as of the Closing Date (B) are except to the extent expressly made as of a specific date an earlier date, in which case as of such earlier date) except for de minimis inaccuracies and (C) any other Section of this Agreement shall be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifiers) at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties referred to in this clause (C) to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))does not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;, and (ii) Parent shall have received at the Closing a certificate signed on behalf of the Company by a senior executive officer of the Company to the effect that the conditions set forth in Section 7.2(a)(i) have been satisfied. (b) The Company shall have performed or complied, in all material respects, with its obligations, agreements and covenants respects all obligations required to be performed by it under this Agreement to be performed or complied with by it on at or prior to the Effective Time; and (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by an a senior executive officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b)such effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver (to the extent permitted by Applicable Law) by Parent in writing at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company contained in Sections Section 5.1, Section 5.2(b5.3(a) and, solely with respect to the Company, Section 5.3(b), 5.3, Section 5.4, Section 5.9(a), 5.20, 5.21, 5.22 ) and 5.23 of this Agreement that (i) are not made as of a specific date Section 5.24 shall be true and correct in all respects (except, with respect to Section 5.3(a) and, solely with respect to the Company, Section 5.3(b), for de minimis inaccuracies) as of the date of this Agreement and as of the Closing DateClosing, as though made on and as of the Closing Date(except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations each of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of Agreement, excluding the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to identified in the foregoing clause (i), shall be true and correct (without giving effect to any limitation as to “materiality” or “ “Company Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties (other than the representation in Section 5.9(a)))to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Effective Time; (c) Since the date of this Agreement, no Effect shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and (cd) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.3(b9.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other Contemplated Transactions are further subject to the satisfaction (or waiver by Parent in writing at or prior P▇▇▇▇▇ and Merger Sub to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b4.1(a), 5.3, 5.4, 5.9(athe first sentence of Section 4.2(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that clauses (i) are not made as through (viii) of a specific date Section 4.2(b), Section 4.2(c) (solely with respect to the Company) and Section 4.6(a) shall be true and correct in all respects at and as of the date of this Agreement hereof and as of the Closing Date, as though if made on at and as of such time (except to the extent made as of an earlier date, in which case at and as of such date), except, solely in respect of the first sentence of Section 4.2(a), clauses (i) through (viii) of Section 4.2(b) and Section 4.2(c) (solely with respect to the Company), for inaccuracies that do not exceed $50,000,000 in the aggregate; (ii) the representations and warranties of the Company set forth in Section 4.2(a) (other than the first sentence thereof), Section 4.3, Section 4.21, Section 4.22 and Section 4.23, shall be true and correct in all material respects at and as of the date hereof and the Closing Date, as if made at and as of such time (ii) are except to the extent made as of a specific date an earlier date, in which case at and as of such date); and (iii) the other representations and warranties of the Company set forth in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations at and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement hereof and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (B) are extent made as of a specific date shall be true an earlier date, in which case at and correct as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))does not, individually or in the aggregate, has not had and would not reasonably be expected to have constitute a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a7.3(a), Section 7.3(b) and Section 9.3(b)7.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time Closing Date of the following additional conditions: (a) (i) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time; (ii)(x) the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b5.2(a)(ii)(A), 5.35.2(a)(iii), 5.4, 5.9(a5.7(a), 5.20, 5.21, 5.14 and 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, Effective Time as though made on and as of such time (except to the Closing Date, extent that any such representation and (ii) are made warranty expressly speaks as of a specific date an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except for any inaccuracy in (y) the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (ASections 5.2(b) are not made as of a specific date and 5.8(b) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, Effective Time as though made on and as of such time (except to the Closing Date, extent that any such representation and (B) are made warranty expressly speaks as of a specific date an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (z) the representations and warranties of the Company contained in Section 5.3 shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time as though made on and as of such time, except that (A) the number of issued and outstanding Common Shares may be increased by the sum of (1) the number of Common Shares issuable upon the exercise of Options outstanding as of the date hereof, plus (2) up to 30,000 Common Shares issuable under the ESPP, plus (3) the number of Common Shares issuable as set forth in Schedule 9.3(a)(ii)(z)(A)(3) in the Company Disclosure Letter (up to the amount actually used for such purpose), plus (4) 85,000 Common Shares; and (B) the number of Common Shares reserved for issuance may be reduced by the amount associated with the exercise of outstanding Options, and (iii) the representations and warranties of the Company contained in this Agreement not referenced in clause (a) (ii) above shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time as though made on and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in each which case such representation and warranty shall be true and correct in all respects as of sub-clauses (A) and (Bsuch earlier date), interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term Company Material Adverse Effect, except where the failure of all such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had and had, or would not reasonably be expected to have a Company Material Adverse Effect; (b) The Company Parent and Merger Sub shall have performed or complied, in all material respects, with its obligations, agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Effective Time; and (c) The Company shall have delivered to Parent received a certificate, dated as certificate of the Closing Date, signed by an chief executive officer and chief financial officer of the Company and certifying as to the satisfaction of the conditions specified set forth in Section 9.3(a); (c) Those individuals employed by the Company and the Company Subsidiaries as of the date of this Agreement who (i) are no longer employed by the Company or a Company Subsidiary on the Closing Date or (ii) have given notice on or before the Closing Date of intention to terminate employment, if any, shall not have accounted for more than ten percent (10%) of the total net fees and commissions of the Company and the Company Subsidiaries (on a consolidated basis) reported in the Company’s Financial Statements as of and for the twelve months ended December 31, 2006. For purposes of this Section 9.3(b9.3(c), an individual will be deemed to have accounted for those net fees and commissions that are coded to him or her, as producer, on the books and records (including electronic database) of the Company and the Company Subsidiaries that have been made available to Parent; and (d) The Appraisal Shares shall not constitute more than ten percent (10%) of the outstanding Common Shares of the Company immediately prior to the Closing.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are subject to the satisfaction (or waiver by Parent in writing at or prior to the Effective Time its sole discretion) of the following additional further conditions: (ai) The representations and warranties of the Company contained in Sections 5.1, Section 5.2(b3.2(a) (first sentence), 5.3, 5.4, 5.9(a3.2(b) (first sentence), 5.20, 5.21, 5.22 3.2(c) (first two sentences) and 5.23 3.4(a) of this Agreement that (i) are not made shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specific date specified date, which representations and warranties shall be true and correct in all material respects with respect to such specified date), and (ii) all other representations and warranties of the Company in this Agreement, disregarding the phrase "in all material respects" or any Company Material Adverse Effect qualifications contained in such representations and warranties, shall be true and correct in all respects on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, Date as though such representations and (ii) are warranties were made on and as of such date (except for representations and warranties which address matters only as to a specific date specified date, which representations and warranties, disregarding the phrase "in all material respects" or any Company Material Adverse Effect qualifications contained in such representations and warranties, shall be true and correct in all respects as of with respect to such specified date); provided, except for however, that any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth inaccuracies in such representations and warranties (other than the representation in Section 5.9(a)))shall be disregarded unless all such inaccuracies, individually or in the aggregateconsidered collectively, has not had shall have had, and would not reasonably be expected shall continue to have have, a Company Material Adverse Effect;. Parent shall have received a certificate to such effect signed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company. (b) The Company shall have performed or complied, in all material respects, with its obligations, agreements and covenants respects all obligations required to be performed by it under this Agreement to be performed or complied with by it on at or prior to the Effective Time; andClosing Date. Parent shall have received a certificate to such effect signed on behalf of the Company by a duly authorized executive officer of the Company. (c) No Action shall be pending by any Governmental Entity seeking to prevent consummation of the Merger. (d) The Company individuals set forth on Schedule 8.2(d) shall have executed and delivered the Employment Arrangements in the form agreed upon by Parent and such individuals prior to Parent the Agreement Date, all of which shall be in full force and effect (excluding any failure to be in full force or effect as a certificate, dated as result of the Closing Date, signed by an officer death or incapacity of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(bany such individual).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction fulfillment (or waiver by Parent in writing at or prior to the Effective Time by Parent, if permissible under applicable Law) of the following additional conditions: (a) The (i) the representations and warranties of the Company contained in Sections 5.1(other than Section 3.1(a), Section 5.2(b3.2(a), 5.3, 5.4, 5.9(aSection 3.2(d), 5.20Section 3.3, 5.21, 5.22 Section 3.19 and 5.23 of this Agreement that (iSection 3.20) are not made as of a specific date shall be true and correct set forth in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date Article 3 shall be true and correct as of the date of this Agreement hereof and as of the Closing Date, Date as though if made on and as of each such date (except to the Closing Dateextent any such representation or warranty expressly relates to an earlier date, and (B) are made as of a specific date shall be true and correct in which case as of such date, in each case of sub-clauses (A) and (B)without regard to “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect”, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Company Material Adverse Effect;, (ii) the representations and warranties of the Company set forth in Section 3.2(a) shall be true and correct in all respects (other than for inaccuracies that are de minimis relative to the total fully-diluted equity capitalization of the Company) as of the date hereof and as of the Closing Date as if made on each such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date) and (iii) the representations and warranties of the Company set forth in Section 3.1(a), Section 3.2(d), Section 3.3, Section 3.19 and Section 3.20 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on each such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date). (b) The Company shall have performed or complied, in all material respects, respects performed all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date hereof, no Company Material Adverse Effect shall have occurred that is continuing. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an its chief executive officer of the Company and or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Sections 6.3(a), Section 9.3(a6.3(b) and Section 9.3(b)6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent in writing at or prior to the Effective Time Closing of the following additional conditions: (a) The the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date contained in Section 3.2(a) shall be true and correct in all respects (other than de minimis inaccuracies) both as of the date of this Agreement and as of the Closing Date, Date as though made on and as of the Closing Date, Date (except to the extent such representations and (ii) warranties are expressly made as of a specific date date, in which case such representations and warranties shall be so true and correct as of such specific date), (ii) contained in Section 3.2(b), Section 3.2(c), Section 3.2(d), Section 3.3, Section 3.4 and Section 3.26 (together with Section 3.2(a), the “Company Fundamental Representations”) shall be true and correct in all respects as of such datematerial respects, except for without giving effect to any inaccuracy in the representations of the materiality or “Company in Section 5.3 that results in de minimis liabilityMaterial Adverse Effect” qualifications therein, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct both as of the date of this Agreement and as of the Closing Date, Date as though made on and as of the Closing Date, Date (except to the extent such representations and (B) warranties are expressly made as of a specific date date, in which case such representations and warranties shall be so true and correct as of such specific date) and (iii) contained in this Agreement (other than the Company Fundamental Representations), shall be true and correct, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in each which case such representations and warranties shall be so true and correct as of sub-clauses (A) and (Bsuch specific date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))correct, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect; (b) The the Company shall have performed or complied, complied in all material respects, respects with its obligations, agreements and covenants obligations required under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; (c) since the date of this Agreement, there shall not have been any event, circumstance, occurrence, effect, fact, development or change that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect; and (cd) The Company Parent shall have delivered to Parent received a certificate, dated as of the Closing Date, certificate signed by an executive officer of the Company and certifying as to the satisfaction of the conditions specified matters set forth in Section 9.3(a6.2(a), Section 6.2(b) and Section 9.3(b6.2(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated hereby are further subject to the satisfaction (or waiver by Parent in writing and Merger Sub to the extent permitted by applicable Law) at or prior to the Effective Time Closing Date of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1the first sentence of Section 3.1(a), Section 5.2(b3.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 Section 3.3(a) and 5.23 of this Agreement that (i) are not made as of a specific date Section 3.21 shall be true and correct in all respects as of the date of this Agreement material respects, both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Dateextent expressly made as of an earlier date, and in which case as of such date); (ii) are made as the representations and warranties of a specific date the Company set forth in Section 3.11(a) shall be true and correct in all respects as of such daterespects, (iii) the representations and warranties set forth in Section 3.2(a) shall be true in all respects, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The inaccuracies and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained in this Agreement that (Atherein) are not made as of a specific date shall be true and correct as of the date of this Agreement both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (B) are extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; andClosing Date. (c) Since the date of this Agreement there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a), Section 6.3(b) and Section 9.3(b)6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction fulfillment (or waiver by Parent in writing at or prior to the Effective Time and Merger Sub) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1Section 3.2(a), Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.2(b) and 5.23 of this Agreement that (i) are not made as of a specific date Section 3.22 shall be true and correct in all respects (other than de minimis inaccuracies in Section 3.2(a) or Section 3.2(b)) both when made and at and as of the date Closing Date (except to the extent expressly made as of this Agreement an earlier date, in which case as of such date), (ii) the representation and warranty of the Company set forth in Section 3.10(b) shall be true and correct in all respects both when made and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii) the other representations and warranties of the Company set forth in Article III shall be true and correct both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (ii) are extent expressly made as of a specific date shall be true and correct an earlier date, in all respects which case as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be so true and correct (without giving effect regard to any limitation qualifications or exceptions contained as to “materiality” materiality or “ Company Material Adverse Effect” set forth Effect contained in such representations and warranties (other than the representation in Section 5.9(a)))warranties) would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied. (i) The Company shall have complied with its obligations under (x) Section 1 of Schedule 5.12 in all respects, and (y) solely to the extent the Company determines to effect the Captive Alternative after consultation with Parent, clause (A) of Section 2 and Section 5 of Schedule 5.12 in all respects, (ii) all actions necessary to consummate the Legacy Transfer Transaction with effect immediately after the Closing shall have been completed, (iii) the Company shall have delivered to Parent a written confirmation from the third-party reinsurer that is a party to the Loss Portfolio Contract that such third-party reinsurer is ready, willing and able to execute the Loss Portfolio Contract immediately following the Closing, and (iv) all Loss Portfolio Approvals shall have been obtained. (e) Immediately prior to the Closing, (i) the Company shall have paid all Transaction Expenses, (ii) the Borrowings under the Revolving Credit Facility (each as defined in the Existing Credit Agreement) shall not be in excess of $15,000,000, and (iii) except as set forth in Section 6.3(e) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries shall have any outstanding obligations (contingent or otherwise) under or in respect of indebtedness for borrowed money (other than any indebtedness among the Company and certifying as its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries), letters of credit, capital leases or purchase money debt. (f) After the date of this Agreement, there shall not have occurred any event, change, occurrence or effect that would have, or would reasonably be expected to have, individually or in the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b)aggregate, a Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be is further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time fulfillment of the following additional conditions: (a) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects (disregarding any limitation as to “materiality,” “Company Material Adverse Effect” or similar qualifiers set forth therein) both at and as of the date of this Agreement and as of the Closing Date, as though made on at and as of the Closing Date, Date with the same force and effect as if made on the Closing Date (ii) except that those representations and warranties that are made as of a specific particular date shall or period must be true and correct in all respects only as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost date or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (Bperiod), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;; provided, however, that the representations and warranties of the Company contained in Sections 3.2(a), 3.3(a), 3.16(a), 3.19 and 3.21 shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if made on the Closing Date. (b) The Company shall have performed or complied, in all material respects, respects performed all obligations and complied with its obligations, all the covenants and agreements and covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent Merger Sub a certificate, dated as the Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any fact, circumstance, event, change, effect, development or occurrence which, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect. (e) [Intentionally omitted.] (f) [Intentionally omitted.]. (g) The Board of Directors shall not have (i) made or resolved to make a Change of Recommendation, (ii) approved or recommended any Alternative Proposal (including any Company Superior Proposal) or any Acquisition Agreement or resolved or agreed or publicly proposed to take any such action, (iii) delivered, or caused to be delivered, to Parent or Merger Sub the notice contemplated by Section 5.3(d) or Section 5.3(e). (h) There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or any other person, in each case that has a reasonable likelihood of success, (A) seeking to restrain or prohibit the consummation of the Closing DateMerger or any other Transaction or seeking to obtain from the Company, signed Parent or Merger Sub any damages that are material in relation to the Company and its Subsidiaries taken as a whole, (B) seeking to prohibit or limit the ownership or operation by an officer the Company, Parent or any of their respective Subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective Subsidiaries of any material portion of the business or assets of the Company, Parent or any of their respective Subsidiaries, or to compel the Company, Parent or any of their respective Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, as a result of the Merger or any other Transaction, (C) seeking to prohibit Parent or any of its Subsidiaries from effectively controlling in any material respect the business or operations of the Company and certifying as its Subsidiaries or (D) which otherwise is reasonably likely to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b)have a Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (ai) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time provided, however, that if any breach in the performance of any such obligation shall occur and such breach is capable of being cured, and so long as the Company is diligently attempting to effect such cure, the Company shall have five (5) Business Days from the date it has knowledge of such breach to cure such breach; and (ii) the representations and warranties of the Company contained in Sections 5.1this Agreement shall be (A) true and correct in all material respects (unless qualified as to materiality or a Company Material Adverse Effect, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 all of which such representations and 5.23 warranties shall be true and correct in all respects) as of the date of this Agreement that (i) are not made except to the extent such representations and warranties speak as of a specific date specified date, in which case such representations and warranties qualified as to materiality or a Company Material Adverse Effect shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, as of such specified date), and (B) true and correct in all respects as of the date of this Agreement Effective Time as if made at such time (except to the extent such representations and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made warranties speak as of a specific date shall specified date, they need only be true and correct in all respects as of such specified date), except for any inaccuracy except, in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date case of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and clause (B), except where the failure of all such representations and warranties to be true and correct (without giving effect correct, in the aggregate, has not had, or would not reasonably be expected to any limitation as to “materiality” or “ have a Company Material Adverse Effect” set forth in such ; provided, however, that with respect to both clause (A) and clause (B) above, the statement that representations and warranties (other already qualified by materiality must be true and correct in all respects, rather than all material respects, does not mean that the representation word “material” shall not be given effect in Section 5.9(a2.8, when used to qualify the word “contract,” in Section 2.13(a), when used to qualify the phrase “Tax Returns,” in Section 2.14(b), when used to qualify the phrase “Intellectual Property,” in Section 2.15, when used to qualify the phrase “leases, subleases or other similar arrangements,” in Section 2.17, when used to qualify the word “fact,” or in Section 2.25(a), when used to qualify the word “interest;” (b) There shall not have occurred any fact, event, change, development, circumstance or effect which, individually or in the aggregate, has not had and would not or could reasonably be expected to have a Company Material Adverse Effect; (bc) Parent and Merger Sub shall have received evidence of payment of all expenses set forth on Schedule 2.26 of the Company Disclosure Schedule, together with a release signed by each party to whom the expenses on such Schedule 2.26 of the Company Disclosure Schedule were owed as to such expenses; (d) No more than 3% of the outstanding shares of Company Common Stock shall be Dissenting Shares; (e) There shall not be pending any Action challenging this Agreement or the transactions contemplated hereby, seeking to delay, restrain or prohibit the Merger or seeking to prohibit or impose material limitations on the ownership or operations of all or a material portion of the operations or assets of the Company or any of its Subsidiaries that would be effective after the Effective Time or seeking the payment of any material amount of damages in respect thereto other than claims for appraisal rights by Dissenting Shares; (f) The Company Voting Agreement shall not have been breached in any material respects by any of the “Stockholders” defined therein; (g) Parent shall have performed or complied, received a copy of the Company’s preliminary unaudited internal operating balance sheet and profit and loss statement (prepared in all material respects, form and substance on a basis consistent with its obligations, agreements past practice) for and covenants under this Agreement to be performed or complied with by it on or as of the most recent calendar month ending not less than thirty (30) days prior to the Effective TimeClosing Date. (h) Parent shall have received the following instruments and certificates (including without limitation certificates of good standing of each of the Company and the ▇▇▇▇▇▇ Subsidiary in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions); and (ci) The Company Parent and Merger Sub shall have delivered to Parent received a certificate, dated as certificate of the Closing Date, signed by an chief executive officer and the chief financial officer of the Company and certifying Company, acting in their sole capacity as such officers of the Company, as to the satisfaction of the conditions specified set forth in Section 9.3(a5.3(a) and Section 9.3(b5.3(b).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction (or waiver by Parent in writing Parent) at or prior to the Effective Time of the following additional conditions: (a) The Each of the representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date Sections 2.1, 2.2, 2.3, 2.4, 2.9 and 2.22 shall be true and correct in all material respects as of the date of this Agreement at and as of the Closing Date, Effective Time as though if made on at and as of the Closing Date, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific another specified date or time, which shall be true and correct in all material respects only as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost date or expense to Parent or Merger Sub. The other representations time) and warranties of the Company contained in (ii) this Agreement that other than those Sections specifically identified in clause (Ai) are not made as of a specific date this Section 5.3(a) (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct as of the date of this Agreement at and as of the Closing Date, Effective Time as though if made on at and as of the Closing Date, such time (other than representations and (B) are made warranties that by their terms address matters only as of a specific another specified date or time, which shall be true and correct correct, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, only as of such datedate or time), with only such exceptions, in each the case of sub-clauses this clause (Aii) only, as have not had and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;; provided that solely for purposes of clause (i) above, if one or more inaccuracies in Section 2.2 would cause the aggregate amount required to be paid by Parent or Merger Sub in connection with the Closing to increase by $2,000,000 or more, such inaccuracy or inaccuracies shall be considered material for purposes of clause (i) of this Section 5.3(a) and a failure of the condition set forth in Section 5.3(a)(i). (b) The Company shall have performed or compliedcomplied with, in all material respects, with each of its obligations, agreements and covenants under this Agreement to be performed or complied with by it on at or prior to the Effective Time; (c) Since January 31, 2016, there shall not have occurred any change, event, circumstance, development or effect that has had or constitutes, individually or in the aggregate, a Company Material Adverse Effect; and (cd) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an executive officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a5.3(a) and through Section 9.3(b5.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time fulfillment of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.2(a) and 5.23 of this Agreement that (ib) are not made as of a specific date and 3.20 shall be true and correct in all respects (except, in the case of Sections 3.2(a) and (b), for such inaccuracies as are de minimis in the aggregate), in each case at and as of the date of this Agreement and as of the Closing Date, as though made on at and as of the Closing DateDate as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date set forth herein shall be true and correct in each case at and as of the date of this Agreement and as of the Closing Date, as though made on at and as of the Closing Date, Date as though made at and as of the Closing Date (B) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects performed all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior executive officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(aSections 6.3(a) and Section 9.3(b)6.3(b) have been satisfied. (d) Since the date of this Agreement there shall not have occurred and be continuing any Company Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction or fulfillment (or, if permissible under Law, written waiver by Parent in writing at or prior to the Effective Time and Merger Sub) of the following additional conditions: (a) The (i) the representations and warranties of the Company contained set forth in Sections 5.1Section 3.2 (other than those in Section 3.2(e), Section 5.2(b3.2(f) and Section 3.2(g)), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 Section 3.9(d) and 5.23 of this Agreement that (iSection 3.9(g) are not made as of a specific date shall be true and correct in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct are de minimis, (ii) the representations and warranties of the Company set forth in Section 3.1, Section 3.2(e), Section 3.2(f) and Section 3.2(g), Section 3.3(a), Section 3.17 and Section 3.19 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the Closing Date, extent any such representation and (ii) are made warranty speaks as of a specific date shall be true and correct an earlier date, in all respects which case as of such earlier date, except for any inaccuracy in ) and (iii) the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained set forth in this Agreement that (A) are not made as of a specific date Article III shall be true and correct (without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers, except in the case of Section 3.10(b)) as of the date of this Agreement and as of the Closing Date, as though if made on at and as of such time (except to the Closing Date, and (B) are extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be so true and correct (without giving effect regard to any limitation qualifications or exceptions contained as to “materiality” “in all material respects” or “ “Company Material Adverse Effect” set forth or similar qualifiers, except in the case of Section 3.10(b), contained in such representations and warranties (other than the representation in Section 5.9(a)))warranties) have not had, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. Solely for the purposes of clause (i) above, if one or more inaccuracies in or breaches of Section 3.2 (other than those in Section 3.2(e), Section 3.2(f) and Section 3.2(g)), Section 3.9(d) and Section 3.9(g) would cause the aggregate amount required to be paid by Parent or Merger Sub pursuant to Article II to increase by $12,500,000 or more, such inaccuracy or inaccuracies will be considered more than “de minimis” and such condition will be deemed not to have been satisfied. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on at or prior to the Effective Time; andClosing. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a), Section 6.3(b) and Section 9.3(b)6.3(d) have been satisfied. (d) The amount of Available Funds is equal to or greater than the Funding Amount as of the opening of business (New York time) on the Closing Date. (e) The CFIUS Approval shall have been obtained.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.2(a) and 5.23 of this Agreement that (iSection 3.7(ii) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement (except, with respect to Section 3.2(a), for any de minimis inaccuracies) both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Dateextent expressly made as of an earlier date, and in which case as of such date); (ii) are made as the representations and warranties of a specific date the Company set forth in Section 3.2 (other than Section 3.2(a)), Section 3.4 and Section 3.25 shall be true and correct in all material respects when made and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The ); and (iii) all other representations and warranties of the Company contained set forth in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company “Material Adverse Effect” set forth therein) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate has not had, and would not be reasonably expected to have a Company Material Adverse Effect. Parent shall have received a certificate signed on behalf of the Company by each of two senior executive officers of the Company to the foregoing effect; (other than b) The Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the representation in Section 5.9(a)))Effective Time pursuant to the terms of this Agreement, and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer to such effect; (c) Since the date of this Agreement, there shall not have occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has not had and or would not reasonably be expected to have a Company Material Adverse Effect; (bd) The On behalf of the holders of shares of Company Common Stock and any other equity interests in the Company, the Company shall have performed or complied, in all material respects, with its obligations, agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Effective Time; and (c) The Company shall have delivered provided to Parent and Merlin Holdco a duly completed and executed certificate, meeting the requirements of Treasury Regulations Section 1.1445-2(c)(3) and dated as of the Closing Date, signed by to the effect that the Company is not, and has not been during the applicable time period set forth in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation and, accordingly, the shares of Company Common Stock are not U.S. real property interests; and (1) Parent shall have received an officer opinion of any of KPMG LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or if none of the foregoing is able or willing to render the required opinion, a nationally recognized tax advisor or legal counsel, in each case reasonably acceptable to the Company and certifying Parent dated as of the Closing Date to the effect that Section 7874 of the Code, the regulations promulgated thereunder, and any official interpretation thereof as set forth in published guidance by the IRS should not apply in such a manner so as to the satisfaction cause Parent to be treated as a domestic corporation for U.S. federal income tax purposes pursuant to Section 7874(b) of the conditions specified Code after giving effect to the transactions contemplated by this Agreement from and after the Closing Date or (2) the Company shall have received an opinion of O’Melveny & ▇▇▇▇▇ LLP or Ernst & Young LLP or if none of the foregoing is able or willing to render the required opinion, a nationally recognized tax advisor or legal counsel, in each case reasonably acceptable to the Company and Parent which opinion (x) satisfies the condition in Section 9.3(a6.2(e), (y) has been provided to Parent and Section 9.3(b)(z) Parent shall be specifically permitted by the issuer of such opinion to rely on such opinion. In rendering such opinion, O’Melveny & ▇▇▇▇▇ LLP, KPMG LLP, Ernst & Young LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or such other nationally recognized tax advisor or legal counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall and the other transactions to be effected at the Closing as contemplated hereby are further subject to the satisfaction fulfillment (or waiver by Parent in writing by Parent) at or prior to and as of the Effective Time Closing of the following additional conditions: (a) The representations and warranties of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date qualified by “Company Material Adverse Effect” shall be true and correct as of the date of this Agreement at and as of the Closing Dateas if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true only as though made on of such time) and (ii) the other representations and warranties of the Company contained in this Agreement, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true at and as of the Closing Date, as if made at and (B) are made as of a specific date such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true and correct only as of such datetime), with only such exceptions in each the case of sub-clauses this clause (Aii) as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that (B)x) the representations and warranties of the Company contained in Section 4.2 shall be true at and as of the Closing as if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true only as of such time) except where the failure of such representations and warranties to be true at and correct as of the Closing, or such specified time, as applicable, does not result in additional aggregate consideration payable by Parent or the Surviving Corporation pursuant to this Agreement in excess of a de minimis amount and (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such y) each of the representations and warranties of the Company contained in Section 4.3, Section 4.20 and Section 4.22 shall be true in all material respects at and as of the Closing as if made at and as of such time (other than the any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true in Section 5.9(aall material respects only as of such time))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on at or prior to the Effective Time; andClosing. (c) Between the date of this Agreement and the Closing Date, there shall not have occurred any Circumstance, which has had, or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of that the conditions specified set forth in Section 9.3(a7.3(a) and Section 9.3(b)7.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or or, to the extent permitted by Applicable Law, waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties Each of the Company contained in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (Ai) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing DateClosing, as though made on and as of the Closing DateClosing, and (Bii) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B)case, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))warranties), individually or in the aggregate, has not had a Company Material Adverse Effect; provided, however, that notwithstanding anything to the contrary set forth above in this Section 9.3(a), as of the date of this Agreement and as of Closing, as though made on and as of the Closing (or, in the case of those representations and warranties that are made as of a specific date, as of such date), (x) the representations and warranties of the Company set forth in Section 5.1 (Corporate Status) and the first and last sentences of Section 5.4 (Authority for Agreements) shall be true and correct in all material respects, (y) the representations and warranties of the Company set forth in Section 5.3 (Capitalization) shall be true and correct in all respects, except for any de minimis inaccuracy (it being agreed that any inaccuracy that would not reasonably be expected to have result in additional cost, expense or liability to Parent of more than $750,000 shall be deemed to be a de minimis inaccuracy), and (z) the representations and warranties of the Company Material Adverse Effectset forth in Section 5.9 (Absence of Certain Changes), Section 5.21 (Anti-Takeover Laws), Section 5.22 (Company Stockholder Approval), Section 5.23 (Opinion of Financial Advisor), and Section 5.25 (Brokers) shall be true and correct in all respects; (b) The Company shall have performed or compliedcomplied with, in all material respects, with each of its obligations, agreements and covenants under this Agreement to be performed or complied with by it on at or prior to the Effective Time; and; (c) Since the date of this Agreement, there shall not have occurred any change, event, circumstance, development or effect that has had or constitutes, individually or in the aggregate, a Company Material Adverse Effect; (d) The Company Stockholders Agreement shall have been duly terminated; (e) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) through Section 9.3(c); and (f) The Company shall have delivered to Parent a certification from the Company on behalf of its stockholders, dated no more than thirty (30) calendar days prior to the Closing Date and signed by a responsible officer of the Company, reasonably acceptable to Parent, that the Company is not, and has not been at any time during the five years preceding the date of such certification, a United States real property holding company, as defined in Section 9.3(b)897(c)(2) of the Code; and (g) There shall not be any action taken, regulatory or governmental approval granted or issued or any statute, rule, regulation, order or decree enacted, entered, enforced or deemed applicable to the Merger or the transactions contemplated by this Agreement that imposes any Burdensome Condition.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of the Company contained in Sections Section 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 Section 5.4 and Section 5.23 of this Agreement that (i) are not made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing DateClosing, as though made on and as of the Closing DateClosing, and (Bii) are made as of a specific date shall be true and correct as of such date, except, in each case, for any inaccuracy in the representations and warranties of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The representations and warranties of the Company contained in this Agreement (other than those in Section 5.1, Section 5.3, Section 5.4 and Section 5.23) that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B)case, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a))), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed or compliedcomplied with, in all material respects, with each of its obligations, agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Effective Time; and; (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, signed by an officer of the Company and certifying as to the satisfaction of the conditions specified in Section 9.3(a) and Section 9.3(b); and (d) The Company shall have received the consents set forth on Section 9.3(d) of the Company Disclosure Letter.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated hereby are further subject to the satisfaction (or waiver by Parent in writing at or prior and Merger Sub to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1Section 3.2(a), Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.2(c) and 5.23 the first sentence of this Agreement that (i) are not made as of a specific date Section 3.12 shall be true and correct in all respects as of the date of this Agreement respects, both when made and at and as of the Closing Date, as though if made on at and as of such time (except to the Closing Dateextent expressly made as of an earlier date, in which case as of such date), other than, solely in respect of Section 3.2(a) and Section 3.2(c), de minimis inaccuracies; (ii) are made as the representations and warranties of a specific date the Company set forth in Section 3.3(a), Section 3.17, Section 3.22 and Section 3.23 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of such datematerial respects, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations both when made and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing Date, as though if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (B) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations has not had and warranties (other than the representation in Section 5.9(a)))would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied in all material respects with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) Since the date of this Agreement, there shall not have been any Company Material Adverse Effect. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a), Section 6.3(b) and Section 9.3(b)6.3(c) have been satisfied. (e) None of the consents, approvals, clearances, and other authorizations or expirations referenced in Schedule 6.1(c) shall have resulted in, and no Legal Restraint arising under any of the antitrust Laws relating to such consents, approvals, clearances or other authorizations or expirations shall have been issued, enacted, rendered, promulgated, enforced or deemed applicable by any Governmental Entity of any jurisdiction set forth on Schedule 6.1(c) that would impose, an MAE Detriment.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be and the other transactions contemplated herein are further subject to the satisfaction fulfillment (or waiver by Parent in writing by Parent) at or prior to the Effective Time of the following additional conditions: (a) The Each of the representations and warranties of the Company contained set forth in Sections 5.1this Agreement, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 and 5.23 of this Agreement that (i) are not in each case made as of a specific date shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (ii) are made as of a specific date shall be true and correct in all respects as if none of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the contained any qualifications or limitations as to “materiality” or “Company contained in this Agreement that (A) are not made as of a specific date Material Adverse Effect,” shall be true and correct as of the date of this Agreement and as of the Closing Date, Date as though made on and as of the Closing Date, Date (except to the extent in either case that such representations and (B) warranties are made as of a specific another specified date shall be true and correct as on or prior to the date of such date, in each case of sub-clauses (A) and (Bthis Agreement), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))so made would not, individually or in the aggregate, has not had and would not reasonably be expected to have constitute a Company Material Adverse Effect;; provided that, notwithstanding the foregoing, each of the representations and warranties of the Company set forth in (i) Section 3.2(a) shall be true and correct as of the date of this Agreement, except for de minimis breaches not involving more than 100,000 Shares, (ii) Sections 3.2(b), 3.2(c), 3.2(d) and 3.3(a) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date and (iii) Sections 3.8(b) and 3.31 shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and Company, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction fulfillment (or waiver by Parent in writing at or prior to the Effective Time and Merger Sub) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1, Section 5.2(b), 5.3, 5.4, 5.9(a), 5.20, 5.21, 5.22 3.2(a) and 5.23 Section 3.2(b)(i) shall be true and correct in all respects (except for only de minimis inaccuracies) as of the date of this Agreement that and as of the Closing Date, as though made on and as of the Closing Date (i) are not except to the extent any such representation and warranty expressly is made as of a specific different date, in which case as of such date), (ii) the representations and warranties of the Company set forth in Section 3.1(b), Section 3.1(c), Section 3.2 (other than Section 3.2(a), Section 3.2(b)(i), Section 3.2(c) and Section 3.2(e)), Section 3.3(a), Section 3.16 and Section 3.22 shall be true and correct (without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers) in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent any such representation and warranty expressly is made as of a different date, in which case as of such date), (iii) the representations and warranties of the Company set forth in Sections 3.10(a)(ii) and 3.10(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, Date (except to the extent any such representation and (ii) are warranty expressly is made as of a specific date shall be true and correct different date, in all respects which case as of such date, except for any inaccuracy in ) and (iv) the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained set forth in this Agreement that (A) are not made as of a specific date Article III shall be true and correct (without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers) as of the date of this Agreement and as of the Closing Date, as though made on and as of the ​ Closing Date, Date (except to the extent any such representation and (B) are warranty expressly is made as of a specific date shall be true and correct different date, in which case as of such date, in each case of sub-clauses (A) and (B), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “ Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)))would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger shall be are further subject to the satisfaction (or waiver by Parent in writing at or prior and Merger Sub to the Effective Time extent permitted by applicable Law) of the following additional conditions: (a) (i) The representations and warranties of the Company contained set forth in Sections 5.1Section 3.1, Section 5.2(b3.2, Section 3.3(a), 5.3, 5.4, 5.9(aSection 3.10(a), 5.20Section 3.16 and Section 3.20 shall be true and correct in all material respects (other than Section 3.2(a) and (b), 5.21, 5.22 and 5.23 of this Agreement that (i) are not made as of a specific date which shall be true and correct in all respects as of the date of this Agreement except for de minimus changes) both when made and at and as of the Closing Date, with the same force and effect as though if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), and (ii) the representations and warranties of the Company set forth in Article 3 (other than those set forth in clause (i) hereof) shall be true and correct both when made and at and as of the Closing Date, with the same force and effect as if made at and as of such time (ii) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in all respects which case as of such date, except for any inaccuracy in the representations of the Company in Section 5.3 that results in de minimis liability, cost or expense to Parent or Merger Sub. The other representations and warranties of the Company contained in this Agreement that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case of sub-clauses (A) and (B), except where the failure of such representations and warranties to be so true and correct (without giving effect regard to any limitation qualifications as to “materiality” or “ Company Material Adverse Effect” set forth or materiality contained in such representations and warranties (other than the representation in Section 5.9(a)))warranties) would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect;. (b) The Company shall have performed or complied, in all material respects, respects all obligations and complied with its obligations, agreements and all covenants under required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date, Date and signed by an officer of the Company and its Chief Executive Officer or another senior officer, certifying as to the satisfaction of effect that the conditions specified set forth in Section 9.3(a6.3(a) and Section 9.3(b)6.3(b) have been satisfied. (d) Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.