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

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent): (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate effect the Merger are is further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) Except as a result of action expressly permitted or expressly consented to in writing by Parent pursuant to Section 5.1, (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company Andrew contained in Section 4.05(a)(ithis Agreement (other than the representations and warranties of Andrew contained in Sections 4.2, 4.3(a), 4.3(b), 4.3(c), 4.13 and 4.15) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at both when made and as of the Closing Date, as if made at and as of such time (other than any except to the extent such representations and warranties that by their terms address matters only at and are expressly made as of another specified timea certain date, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding in all materiality qualifications contained thereinrespects, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of such representations and warranties to be so true and correct has (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not had have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on Andrew and (ii) the representations and warranties of Andrew contained in Sections 4.2, 4.3(a), 4.3(b), 4.3(c), 4.13, and 4.15 shall be true in all material respects both when made and as of the Closing Date, as if made as of such time (except, to the extent such representations and warranties are expressly made as of a certain date, in which case such representations and warranties shall be true in all material respects, as of such date). (b) The Company Andrew shall have performed performed, or complied with, in all material respects respects, all of its covenants and obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the ClosingClosing Date. (c) No Material Adverse Change of Andrew shall have occurred since the date of this Agreement and be continuing. (d) Parent and Merger Sub shall have received a an officer’s certificate dated as duly executed by each of the Closing Chief Executive Officer and signed by an executive officer Chief Financial Officer of Andrew to the Company certifying effect that each of the conditions set forth in Section 9.02(a) Sections 7.2(a), (b), and Section 9.02(b(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction or (to the extent permitted by Law) waiver by Parent, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect Section 4.11(a)(ii shall be true and correct, correct in each case at and as of the date of this Agreement and at and all respects as of the Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time)the Closing Date, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.05(a)(i4.1, Section 4.2(a), Section 4.4(a), the first sentence of Section 4.4(b) and Section 4.22 of this Agreement shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and (except for de minimis exceptions) as of the Closing Date as if made at and as of such time the Closing Date (other than except to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only at and as of another specified time, in which case shall such representation and warranty will be true and correct in all material respects only at and (except for de minimis exceptions) as of such other time), and (iii) the representations and warranties all of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time the Closing Date (other than except (1) to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only as of another specified time, in which case shall such representation and warranty will be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and material respects as of such time), except, in the case of this clause other time or (iv), 2) where the failure of any or all of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, aggregate have a Company Material Adverse Effect.); (b) The all required filings shall have been made and all required approvals shall have been obtained (or waiting periods expired or terminated) under any Antitrust Laws that are applicable to the Transactions; (c) all of the Specified Approvals shall have been obtained in form and substance reasonably satisfactory to Parent, on or prior to, and shall be in full force and effect on, the Closing Date; (d) the Company shall have performed and complied with in all material respects all with each of its the covenants and obligations hereunder required to be performed by it at under this Agreement on or prior to the Closing.Closing Date; (ce) Parent and Merger Sub from the date hereof through the Closing Date, there shall not have occurred a Company Material Adverse Effect; and (f) the Company shall have received a certificate dated delivered to Parent, as of the Closing and signed Date, a certificate, dated as of such date, executed by an executive officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aclauses (a ), (d ) and (e ) of this Section 9.02(b) 9.3 have been satisfied, and certifying as to the aggregate outstanding Indebtedness of the Company and its Subsidiaries comprising the total long-term debt (as such term is used in the Company Balance Sheet) as of the Closing Date.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as if to materiality or Company Material Adverse Effect), as though made at and as of such time (other than any or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties that by their terms address matters only as of another specified timethe Company contained in Sections 2.07, in which case 4.01(a), 4.02(a), 4.04, 4.05, 4.25, 4.27 and 4.28 shall be true and correct as of the date of this Agreement and at and as of the Closing (disregarding all without regard to any qualifications therein as to materiality qualifications contained thereinor Company Material Adverse Effect), other than any such qualifications with respect to a list) only as though made at and as of such timetime (or, if made as of a specific date, at and as of such date), except, in all material respects. (b) The Company shall have performed in all material respects all obligations and agreements contained in this Agreement to be performed or complied with by it prior to or on the case Closing Date. (c) At any time after the date of this clause (iv)Agreement, where the failure there shall not have occurred any event, circumstance, change, occurrence or state of such representations and warranties to be so true and correct facts that has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect that is continuing. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (cd) Parent and Merger Sub shall have received a certificate of the Company, dated as of the Closing and Date, signed by an the chief executive officer and chief financial officer of the Company certifying that each to evidence satisfaction of the conditions set forth in Section 9.02(aSections 8.02(a), (b) and Section 9.02(b) have been satisfied(c).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions conditions: (which may be waived, i) the representations and warranties set forth in whole or in part, to the extent permitted by Law, by Parent): Sections 3.3 (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect 3.18 shall be true and correct, in each case at and correct as of the date of this Agreement and at as of the Effective Time as though made on and as of the Closing as if Effective Time (except to the extent expressly made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified timean earlier date, in which case shall as of such earlier date), except for any failure to be true and correct only at that would be immaterial to Parent and as of such time), Merger Sub; and (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding without giving effect to any limitation on any representation or warranty indicated by the words “Material Adverse Effect”, “in all materiality qualifications contained thereinmaterial respects”, other than “in any such qualifications with respect to a list)material respect”, “material” or “materially,” except for the limitation set forth in each case at and clause (i) of Section 3.8) as of the date of this Agreement and at as of the Effective Time, as though made on and as of the Closing as if Effective Time (except to the extent expressly made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified timean earlier date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timeearlier date), except, in the case of this clause (iv), except where the failure of any such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; and (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as if to materiality or Company Material Adverse Effect), as though made at and as of such time (other than any such representations and warranties that by their terms address matters only or, if made as of another specified timea specific date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), where the failure of except for such representations and warranties failures to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided that notwithstanding the foregoing, (i) the representations and warranties of the Company contained in Section 2.07, Section 4.01, Section 4.02, Section 4.05, Section 4.10(b), Section 4.23, Section 4.25 and Section 4.26 shall be true and correct as of the date of this Agreement and at and as of the Closing (except in the case of Section 4.10(b), without regard to any qualifications therein as to materiality or Company Material Adverse Effect) as though made at and as of such time (or, if made as of a specific date, at and as of such date), in all material respects, and (ii) the representations and warranties of the Company contained in Section 4.04 shall be true and correct (other than de minimus inaccuracies) as of the date of this Agreement and at and as of the Closing as though made at and as of such time (or, if made as of a specific time, at and as of such date). (b) The Company shall have performed in all material respects all of its covenants obligations and obligations hereunder required agreements contained in this Agreement to be performed or complied with by it at or prior to or on the ClosingClosing Date. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Parent and Merger Sub shall have received a certificate of the Company, dated as of the Closing and Date, signed by an the chief executive officer and chief financial officer of the Company certifying that each to evidence satisfaction of the conditions set forth in Section 9.02(a7.02(a), (b) and Section 9.02(b) have been satisfied(c).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Merger Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding without giving effect to any limitation on any representation or warranty indicated by the words “Material Adverse Effect”, “in all materiality qualifications contained thereinmaterial respects”, other than “in any such qualifications with respect to a list)material respect”, in each case at “material” or “materially”) as of the Merger Effective Time, as though made on and as of the date of this Agreement and at and Merger Effective Time (except to the extent expressly made as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified timean earlier date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timeearlier date), except, in the case of this clause (iv), except where the failure of any such representations and warranties to be so true and correct has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Merger Effective Time; (c) Parent and Merger Sub shall have received a certificate dated as executed on behalf of the Closing and signed Company by an the chief executive officer or chief financial officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b(b) have been satisfied; (d) Parent shall have received evidence, in form and substance reasonably satisfactory to it, that all notices to third parties contemplated by Section 5.05(a) of the Company Disclosure Schedule to have been delivered on or prior to the Merger Effective Time, and any other notice to a third party the failure of which to be delivered would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, shall have been delivered, and any consent or waiver of a third party the failure of which to be received would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, shall have been received; (e) the approvals of and filings with Governmental Authorities described in Section 5.05(b) (or not described in Section 5.05(b) but required to be so described) have been obtained or filed, except where the failure to have been obtained or filed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (f) Parent shall have received satisfactory written evidence that with respect to that certain U.S. Know-How License and Trademark Agreement by and between ▇▇▇▇▇▇▇ Pharmaceutica NV and Pharmacare Ltd dated July 24, 2000, subsequently assigned by Pharmacare Ltd to Shimoda Biotech (Pty) Ltd and as amended to date (the “Know-How Agreement”), the time period under Article 13.1(a) for marketing a Product in the Territory (as such terms are defined in the Know-How Agreement) has been extended for at least the period set forth in that certain letter agreement, dated August 23, 2007, by and between ▇▇▇▇▇▇▇ Pharmaceutica NV and Shimoda Biotech (Pty) Ltd., and that the Know-How Agreement or any other agreement or arrangement related thereto has not been otherwise amended or entered into, without the written consent of Parent, which adversely affects the rights or obligations of the Company; (g) Parent shall have received written resignations from all of the directors of the Company and its Subsidiaries effective as of the Merger Effective Time; and (h) Since the date of this Agreement, there shall not have occurred any event or occurrence and no circumstance shall exist which, alone or together with any one or more other events, occurrences or circumstances has had, is having or would reasonably be expected to result in a Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained set forth in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at both when made and as of the Closing as if made at and as of such time Date (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only as of another specified timea specific date, in which case event such representation and warranty shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), specific date) except where the failure of any such representations and warranties to be so true and correct (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein), in the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.; provided that, the representations and warranties of the Company set forth in (x) Sections 3.3, 3.4 and 3.15 shall be true and correct in all material respects and (y) Section 3.9(a) shall be true and correct without disregarding the Material Adverse Effect qualification set forth in such Section 3.9(a); (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed performed, or complied with, by it under this Agreement at or prior to the Closing.Effective Time; and (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are and the other transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment (or Parent’s waiver, to the extent permitted by Law), at or prior to the Closing, of each of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other Other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true 3.01, Section 3.02, Section 3.04, Section 3.06 and correct in all material respectsSection 3.25, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (disregarding in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at or Material Adverse Effect) on and as of the date of this Agreement and at hereof and, subject to Section 5.17(a)(ii), on and as of the Closing Date with the same effect as if though made at and as of such time date (other than any such except those representations and warranties that by their terms address matters only as of another a specified timedate shall be so true and correct as of such date). The representations and warranties of the Company contained in Section 3.01, in which case Section 3.02, Section 3.04, Section 3.06 and Section 3.25 shall be true and correct in all respects (disregarding all materiality qualifications contained therein, other than any such qualifications de minimis inaccuracy) on and as of the date hereof and, subject to Section 5.17(a)(ii), on and as of the Closing Date with respect to a list) only the same effect as though made at and as of such time), except, in the case of this clause date (iv), where the failure of such except those representations and warranties to that address matters only as of a specified date, the accuracy of which shall be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdetermined as of that specified date). (b) The Company shall have duly performed and complied in all material respects with all of its agreements, covenants and obligations hereunder conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) The Company licenses set forth on Section 8.02(c) of the Disclosure Schedules shall each be valid and in full force and effect, with no violations having been experienced, noted or recorded, which violations have not been cured to the satisfaction of Parent in its sole discretion as of the Closing Date, and no Proceeding pending or threatened to revoke or limit such licenses on the Closing Date. (d) The Requisite Company Vote and Company Board Recommendation shall have been received, and executed counterparts thereof shall have been delivered to Parent at or prior to the Closing. (ce) Parent and Merger Sub From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have received a certificate dated as of the Closing and signed by an executive officer of the Company certifying that delivered each of the conditions closing deliverables set forth in Section 9.02(a2.03(a). (g) and Section 9.02(bNo holders of any outstanding shares of Company Stock as of immediately prior to the Effective Time shall have exercised, or remain entitled to exercise, statutory appraisal rights pursuant to the DGCL with respect to such shares of Company Stock. (h) The Company Entities shall have Cash in an amount not less than the Minimum Cash Amount. (i) The Exchange Approval shall have been satisfiedreceived. (j) The Company shall have delivered to Parent (or the Exchange Agent if applicable) a Letter of Transmittal properly completed and duly executed by each Stockholder (other than any Dissenting Stockholders) with respect to all the Shares and delivered to Parent Written Consents contemplated by Section 5.5(b). (k) The Company Incentive Plan shall have been terminated. (l) The Third-Party Consents shall have been received in form and substance reasonably satisfactory to Parent, and no such consent, authorization, order and approval shall have been revoked.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or Company Material Adverse Effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of the Company contained in Section 4.01, Section 4.02(a), Section 4.04, Section 4.05, Section 4.26, Section 4.27 and Section 4.28 shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing as if though made at and as of such time (other than any such representations and warranties that by their terms address matters only at and or, if made as of another specified timea specific date, in which case shall be true and correct only at and as of such timedate), . (iib) the representations and warranties of the The Company contained in Section 4.05(a)(i) shall be true and correct have performed in all material respects, respects all obligations and agreements contained in each case at and as of this Agreement to be performed or complied with by it prior to or on the Closing Date. (c) Since the date of this Agreement and at and as Agreement, there shall not have been any event, occurrence, condition, change, development, state of the Closing as if made at and as of such time (other than any such representations and warranties facts or circumstance that by their terms address matters only at and as of another specified timehas had, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing. (cd) Parent and Merger Sub shall have received a certificate of the Company, dated as of the Closing and Date, signed by an the chief executive officer and chief financial officer of the Company certifying that each to evidence satisfaction of the conditions set forth in Section 9.02(a7.02(a), (b) and (c). (e) Parent shall have received an opinion from ▇▇▇▇▇ Day, or if ▇▇▇▇▇ Day is unable or unwilling to deliver such opinion, from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger will qualify for U.S. federal income Tax purposes as a “reorganization” within the meaning of Section 9.02(b368(a) have been satisfiedof the Code (the “Parent Tax Opinion”). In rendering such opinion, ▇▇▇▇▇ Day or ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Parent, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such counsel, including Tax representation letters in substantially the forms set forth in Section 6.19(b) of the Parent Disclosure Letter and Section 6.19(b) of the Company Disclosure Letter, respectively. Each such representation letter shall be dated as of the date of such opinion.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction or (to the extent permitted by Law) waiver by Parent, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):additional conditions: (a) (i) The the representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect Section 4.11(a)(ii) shall be true and correct, correct in each case at and as of the date of this Agreement and at and all respects as of the Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time)the Closing Date, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.05(a)(i4.1, Section 4.2(a), Section 4.4(a), the first sentence of Section 4.4(b) and Section 4.22 of this Agreement shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and (except for de minimis exceptions) as of the Closing Date as if made at and as of such time the Closing Date (other than except to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only at and as of another specified time, in which case shall such representation and warranty will be true and correct in all material respects only at and (except for de minimis exceptions) as of such other time), and (iii) the representations and warranties all of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time the Closing Date (other than except (1) to the extent any such representations representation and warranties that warranty by their its terms address addresses matters only as of another specified time, in which case shall such representation and warranty will be true and correct (disregarding in all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and material respects as of such time), except, in the case of this clause other time or (iv), 2) where the failure of any or all of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, aggregate have a Company Material Adverse Effect.); (b) The either (i) all of the Specified Approvals shall have been obtained in form and substance reasonably satisfactory to Parent, on or prior to, and shall be in full force and effect on, the Closing Date, or (ii) Parent and/or the Company shall have available, or will have available at Closing, alternative financing sufficient to refinance any Indebtedness for which the Specified Approvals are not obtained; (c) the Company shall have performed and complied with in all material respects all with each of its the covenants and obligations hereunder required to be performed by it at under this Agreement on or prior to the Closing.Closing Date; (cd) Parent and Merger Sub from the date hereof through the Closing Date, there shall not have occurred a Company Material Adverse Effect; and (e) the Company shall have received a certificate dated delivered to Parent, as of the Closing and signed Date, a certificate, dated as of such date, executed by an executive officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(aclauses (a), (c) and (d) of this Section 9.02(b) 9.3 have been satisfiedsatisfied as of the Closing Date.

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of there shall not have occurred any change, occurrence or development that, individually or in the Company contained in this Agreement that are qualified by aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time Effect; (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (iib) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding without giving effect to any limitation on any representation or warranty indicated by the words “Company Material Adverse Effect”, “in all materiality qualifications contained thereinmaterial respects”, other than “in any material respect”, “material”, or “materially”) at such qualifications with respect time (except to a listthe extent expressly made as of an earlier date, in which case as of such earlier date), in each case at and as except where all failures of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not, or would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect.; (bc) The the Company shall have performed in all material respects each obligation and complied in all material respects with each agreement or covenant of its covenants and obligations hereunder the Company required to be performed or complied with by it at or prior to the Closing.under this Agreement; (cd) the outstanding indebtedness of the Company as of the Closing Date shall not exceed Four Million Three Hundred Forty-Four Thousand Four Hundred Forty-Five Dollars ($4,344,445.00); provided, that, if the Closing does not occur on or before July 15, 2011, the Company shall be permitted to incur $500,000 of additional indebtedness with a per annum interest rate of not more than 12% for every 30 day period after such date; (e) the Parent and Merger Sub shall have received a certificate dated as executed on behalf of the Closing and signed Company by an the chief executive officer or chief financial officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(b)-(a) and Section 9.02(bthrough (d) have been satisfied; (f) each of A▇▇▇▇ ▇▇▇▇▇▇▇ and G▇▇ ▇▇▇▇▇ shall have entered into a noncompetition and nonsolicitation agreement with the Parent in form and substance reasonably acceptable to Parent and A▇▇▇▇ ▇▇▇▇▇▇▇ and G▇▇ ▇▇▇▇▇, as applicable; (g) there shall not have occurred and be pending any general suspension of, or limitation on trading in securities on Nasdaq; (h) U.M. AccelMed, Limited Partnership shall have agreed in a writing acceptable to the Parent to cancel its warrants to purchase an aggregate of 4,404,772 shares of common stock of the Company; (i) The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. shall have agreed in a writing acceptable to Parent to cancel warrants to purchase 1,239,396 and 210,961 shares of common stock of the Company, respectively, in exchange of an aggregate amount equal to $249,000 in shares of Parent Common Stock as determined in accordance Common Exchange Ratio set forth herein; provided that if the Parent determines in its reasonable discretion that such shares may not be exempt from registration under the Federal securities laws as a result of the Fairness Hearing, than such $249,000 will be paid in cash; (j) The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. shall have agreed in a writing acceptable to Parent, with respect to certain convertible notes, that (i) a “Change in Control Transaction” (as defined in such convertible notes) will only occur upon the closing such transaction and (ii) the 30% premium ($206,250) to be paid upon such Change in Control Transaction will be calculated on the date of signing this Agreement but will be paid to The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. on the date of the closing of the Change in Control Transaction or the date the Change in Control Transaction is terminated and 50% of such 30% premium will be paid in shares of Parent Common Stock as determined in accordance Common Exchange Ratio, with the balance payable in cash; provided that if the Parent determines in its reasonable discretion that such shares may not be exempt from registration under the Federal securities laws as a result of the Fairness Hearing, than such 30% premium ($206,250) will be paid in cash; and (k) Mizrahi Tefahot Bank Ltd. shall have agreed in a writing acceptable to Parent to receive $225,000 in cash in lieu of 350,000 shares of common stock of the Company pursuant to a certain warrant agreement with the Company in connection with the closing of the transactions contemplated hereby.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction, at satisfaction or prior to the Closingwaiver, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true Sections 3.3(a), 3.4(a)-(c) (except for de minimis inaccuracies), and correct, in each case at and as of the date 3.21 of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at in all respects as of the Effective Time as though made on and as of such time)the Effective Time, (ii) the representations and warranties of the Company contained in Section 4.05(a)(i3.5(g) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect”) as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at Effective Time as though made on and as of the date of this Agreement and at and as of the Closing as if made at and as of such timeEffective Time, and (iviii) all other representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (disregarding all materiality qualifications contained therein, other than without giving effect to any such qualifications with respect limitation as to a list), in each case at “materiality” or “Company Material Adverse Effect”) as of the Effective Time as though made on and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified timeEffective Time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), except where the failure of such representations and warranties described in this clause (iii) to be so true and correct has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect; provided in each case that representations and warranties made as of a specific date need only be true and correct (subject, in the case of the representations and warranties described in clauses (ii) and (iii), to such qualifications) as of such specified date. (b) The Company shall have performed in all material respects all of with its obligations or covenants and obligations hereunder required to be performed by it contained in this Agreement at or prior to the Closing. (c) Parent and Merger Sub Since the Agreement Date, there shall not have occurred any event that has had, or would reasonably be expected to have, a Company Material Adverse Effect. (d) The Company shall have received provided to Parent a certificate dated as of the Closing and Date signed on its behalf by an executive the chief financial officer of the Company certifying to the effect that each of the conditions set forth in Section 9.02(a6.2(a), Section 6.2(b) and Section 9.02(b6.2(c) have been satisfied. (e) At least two Business Days prior to Closing, the Company shall have delivered to Parent a payoff letter from each holder of the types of Company Indebtedness specified in clauses (i) and (ii) of the definition of “Indebtedness” indicating that upon payment of a specific amount, such Indebtedness shall be paid in full and, if applicable, any related security interest shall be automatically released and Parent or its designees shall, to the extent applicable, be authorized to file releases of all Encumbrances relating thereto on the assets and properties of the Company, including, to the extent applicable Uniform Commercial Code termination statements, or such other customary documents or endorsements necessary to evidence the release of the securities interests of all holders.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) Sections 4.3 and 4.4 shall be true and correct in all material respects, in each case at (except for any de minimis failure to be true and as of the date of this Agreement and correct) at and as of the Closing Date as if made at and as of such time on the Closing Date (other than any except to the extent such representations and warranties that by their terms address matters only at and are made as of another specified timea specific date, in which case such representations and warranties shall be true and correct in all material respects only at and as of such timedate), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (ivii) all other representations and warranties of the Company contained in this Agreement Article IV hereof shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect or limitations as to a list), in each case at and as "materiality," "Company Material Adverse Effect" or words of the date of this Agreement and similar import) at and as of the Closing Date as if made at and as of such time on the Closing Date (other than any except to the extent such representations and warranties that by their terms address matters only are made as of another specified timea specific date, in which case such representations and warranties shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), except where the failure of any such representations and warranties representation or warranty to be so true and correct has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; and (c) the Company shall have delivered to Parent and Merger Sub shall have received a certificate dated as certificate, signed by its chief executive officer or another senior officer on behalf of the Closing and signed by an executive officer of Company, to the Company certifying effect that each of the conditions set forth contained in Section 9.02(aSections 8.2(a) and Section 9.02(b8.2(b) have been satisfiedsatisfied in all respects.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as if to materiality or Company Material Adverse Effect, other than (i) any materiality or Company Material Adverse Effect qualification that requires the listing of items on the Company Disclosure Letter or delivering (or making available) to Parent or Merger Sub copies of items, and (ii) any such qualifications contained in Section 4.11), as though made at and as of such time immediately prior to the Effective Time (other than any such representations and warranties that by their terms address matters only or, if made as of another specified timea specific date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timedate), except, in the case of this clause (iv), where the failure of except for such representations and warranties failures to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided that notwithstanding the foregoing, (A) the representations and warranties of the Company contained in Section 4.08 shall be true and correct in all material respects as though made at and as of immediately prior to the Effective Time (or, if made as of a specific date, at and as of such date), and (B) the representations and warranties of the Company contained in Section 4.01, Section 4.02, Section 4.04(a), Section 4.05, Section 4.27, and Section 4.28 shall be true and correct in all respects, except for de minimis inaccuracies, as though made at and as of immediately prior to the Effective Time (or, if made as of a specific date, at and as of such date); provided further, however, that notwithstanding the foregoing, that any such failures of the representations and warranties contained in Section 4.01, Section 4.02, Section 4.04(a), Section 4.05, Section 4.08, Section 4.27, and Section 4.28 to be true and correct shall not, in the aggregate, constitute a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants obligations and obligations hereunder required agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing. (c) Since the date of this Agreement, there shall not have been any event, occurrence, condition, change, development, state of facts, or circumstance 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 of the Company, dated as of the Closing Date, signed by the chief executive officer or chief financial officer of the Company to evidence satisfaction of the conditions set forth in Section 7.02(a), (b), and (c). (e) The Company shall have delivered to Parent evidence, reasonably satisfactory to Parent, of the payment of the Payoff Amount, by wire transfer of immediately available funds to the account(s) designated in the Payoff Letter. (f) The Company shall have delivered to Parent evidence, reasonably satisfactory to Parent, that, after giving effect to the payment of the Payoff Amount, the Company and its Subsidiaries shall as of immediately prior to the Effective Time have no less than $7 million of cash and cash equivalents, including all cash and restricted cash on the balance sheets of the Company and its Subsidiaries. (g) The Company shall have delivered to Parent a legal opinion in substantially the form of Exhibit A. (h) Parent and Merger Sub shall have received a certificate dated the resignations, effective as of the Closing and signed by an executive officer Closing, of each director of the Company certifying that and each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedits Subsidiaries.

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of there shall not have occurred any change, occurrence or development that, individually or in the Company contained in this Agreement that are qualified by aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time Effect; (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (iib) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding without giving effect to any limitation on any representation or warranty indicated by the words “Company Material Adverse Effect”, “in all materiality qualifications contained thereinmaterial respects”, other than “in any material respect”, “material”, or “materially”) at such qualifications with respect time (except to a listthe extent expressly made as of an earlier date, in which case as of such earlier date), in each case at and as except where all failures of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not, or would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect.; (bc) The the Company shall have performed in all material respects each obligation and complied in all material respects with each agreement or covenant of its covenants and obligations hereunder the Company required to be performed or complied with by it at or prior to the Closing.under this Agreement; (cd) the outstanding indebtedness of the Company as of the Closing Date shall not exceed Four Million Three Hundred Forty-Four Thousand Four Hundred Forty-Five Dollars ($4,344,445.00); provided, that, if the Closing does not occur on or before July 15, 2011, the Company shall be permitted to incur $500,000 of additional indebtedness with a per annum interest rate of not more than 12% for every 30 day period after such date; (e) the Parent and Merger Sub shall have received a certificate dated as executed on behalf of the Closing and signed Company by an the chief executive officer or chief financial officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(b)-(a) and Section 9.02(bthrough (d) have been satisfied; (f) each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ shall have entered into a noncompetition and nonsolicitation agreement with the Parent in form and substance reasonably acceptable to Parent and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇, as applicable; (g) there shall not have occurred and be pending any general suspension of, or limitation on trading in securities on Nasdaq; (h) U.M. AccelMed, Limited Partnership shall have agreed in a writing acceptable to the Parent to cancel its warrants to purchase an aggregate of 4,404,772 shares of common stock of the Company; (i) The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. shall have agreed in a writing acceptable to Parent to cancel warrants to purchase 1,239,396 and 210,961 shares of common stock of the Company, respectively, in exchange of an aggregate amount equal to $249,000 in shares of Parent Common Stock as determined in accordance Common Exchange Ratio set forth herein; provided that if the Parent determines in its reasonable discretion that such shares may not be exempt from registration under the Federal securities laws as a result of the Fairness Hearing, than such $249,000 will be paid in cash; (j) The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. shall have agreed in a writing acceptable to Parent, with respect to certain convertible notes, that (i) a “Change in Control Transaction” (as defined in such convertible notes) will only occur upon the closing such transaction and (ii) the 30% premium ($206,250) to be paid upon such Change in Control Transaction will be calculated on the date of signing this Agreement but will be paid to The Tail Wind Fund, Ltd. and Solomon Strategic Holders, Inc. on the date of the closing of the Change in Control Transaction or the date the Change in Control Transaction is terminated and 50% of such 30% premium will be paid in shares of Parent Common Stock as determined in accordance Common Exchange Ratio, with the balance payable in cash; provided that if the Parent determines in its reasonable discretion that such shares may not be exempt from registration under the Federal securities laws as a result of the Fairness Hearing, than such 30% premium ($206,250) will be paid in cash; and (k) Mizrahi Tefahot Bank Ltd. shall have agreed in a writing acceptable to Parent to receive $225,000 in cash in lieu of 350,000 shares of common stock of the Company pursuant to a certain warrant agreement with the Company in connection with the closing of the transactions contemplated hereby.

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the Merger are is further subject to the satisfactionsatisfaction (or waiver by Merger Sub, if permissible under Law) at or prior to the Closing, Closing of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in (i) Section 4.05(a)(i) 4.21 shall be true and correct accurate in all material respects, in each case at respects and (ii) Section 4.1 through Section 4.20 shall be true and accurate as of the date of this Agreement and at on and as of the Closing as if made at and as of such time Date (other than any such those representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications a particular date or only with respect to a list) specific period of time, which representations and warranties need only at be true and accurate as of such timedate or with respect to such period); provided, excepthowever, that the condition set forth in Section 7.2(a)(ii) shall be deemed to have been satisfied unless the case impact of this clause (iv), where the failure of any of such representations and warranties (when read without exception or qualification as to materiality or Material Adverse Effect) to be so true and correct accurate has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; (b) The the Company shall have performed or complied in all material respects with all of its agreements or covenants and obligations hereunder required to be performed or complied with by it under this Agreement at or prior to the Closing.; (c) Parent and Merger Sub the Company shall have received delivered to Parent a certificate certificate, dated as of the Closing and Date, signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a7.2(a) and Section 9.02(b7.2(b) have been satisfied; (d) not more than 20% of the shares of Company Common Stock outstanding immediately prior to the Effective Time (for this purpose assuming the exercise for Company Class A Common Stock immediately prior to the Effective Time of all then outstanding Company Options) shall be Dissenting Shares; and (e) from the date of this Agreement through the Effective Time, there shall not have occurred any event that has had a Material Adverse Effect.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction (or waiver, at if permissible under applicable Law) on or prior to the Closing, Closing Date of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) The Fundamental Representations (iother than Section 3.5(a)) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at in all material respects as of the date hereof and as of the Closing, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time), (ii) the representations and warranties of the Company contained in . Section 4.05(a)(i3.5(a) shall be true and correct in all material respects, in each case at respects as of the date hereof and as of the date Closing, except (i) for the portions of this Agreement and at and Section 3.5(a) made as of the Closing as if made at an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $1,000,000. The representations of the Company set forth in this Agreement other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case the Fundamental Representations shall be true and correct in all material respects as of the date hereof and as the Closing except (i) for representations and warranties that speak as of a specific date or time (which need be true and correct only at and as of such date or time), ) and (iiiii) for breaches of the representations and warranties of the Company contained set forth in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time ARTICLE III (other than any such representations and warranties that by their terms address matters only as of another specified timethe Fundamental Representations) that, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it under this Agreement at or prior to the Closing.Closing Date; (c) Since the date of this Agreement, here shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (d) Parent and Merger Sub shall have received a certificate dated certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c); (e) The Company Preferred Stock Conversion shall have been consummated; (f) The Company shall have executed and delivered to the Parent a copy of each Transaction Document to which it is a party; (g) The Stockholders set forth on Schedule 8.2(g) (the “Key Stockholders”) shall have executed and delivered to Parent the applicable Lock-Up Agreements; (h) The Company shall have delivered to Parent executed copies of the Employment Agreements; provided that this condition shall apply if and only if the Parent and the Company have mutually agreed in writing as to the key employees required to enter into such employment agreements as set forth in Section 5.3; (i) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the Organizational Documents of the Company and each of its Subsidiaries, as in effect on the Closing Date, are attached to such certificate; (j) Parent shall have received copies of third party consents set forth on Schedule 8.2(j) in form and substance reasonably satisfactory to the Parent, and no such consents have been revoked and the PIPE Financing and such listing shall have been approved by Nasdaq subject to official notice of issuance; (k) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the resolutions of the directors of the Company authorizing the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and performance by the Company of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing and signed by an executive officer Date, are attached to such certificate; and (l) The Company shall have delivered to Parent a certificate of good standing with respect to the Company certifying that each from State of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedDelaware.

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate effect the Merger are also subject to the satisfaction, satisfaction or waiver by Parent at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case correct as of the date of this Agreement and at and as of the Closing (without regard to any qualifications therein as to materiality or Company Material Adverse Effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have a Company Material Adverse Effect; provided that notwithstanding the foregoing, the representations and warranties of the Company contained in Section 2.07, Section 4.01, Section 4.02(a), Section 4.04, Section 4.05, Section 4.25, Section 4.27 and Section 4.28 shall be true and correct as of the date of this Agreement and at and as of the Closing as if though made at and as of such time (other than any such representations and warranties that by their terms address matters only at and or, if made as of another specified timea specific date, in which case shall be true and correct only at and as of such timedate), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants obligations and obligations hereunder required agreements contained in this Agreement to be performed or complied with by it at or prior to or on the ClosingClosing Date. (c) At any time after the date of this Agreement, there shall not have been any event, circumstance, change, occurrence or state of facts that has had or would reasonably be expected to have a Company Material Adverse Effect. (d) Parent and Merger Sub shall have received a certificate of the Company, dated as of the Closing and Date, signed by an the chief executive officer and chief financial officer of the Company certifying that each to evidence satisfaction of the conditions set forth in Section 9.02(a7.02(a), (b) and Section 9.02(b) have been satisfied(c).

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case Section 3.4 shall be true and correct only at in all respects as of the Effective Time as though made on and as of such time), (ii) the representations and warranties of the Company contained set forth in Section 4.05(a)(i3.3(a) (except for deviations of not more than 0.3% of the number of the Company’s outstanding Shares disclosed in Section 3.3(a)) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and Effective Time as of the Closing as if though made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at on and as of such time), and (iii) the representations and warranties of the Company contained set forth in Section 4.10(bthis Agreement, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct at and as of the date of this Agreement and at and Effective Time as of the Closing as if though made at on and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), except where the failure of any such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifiers set forth therein), individually or in the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; provided that, for the purposes of clauses (i), (ii) and (iii), any representation or warranty of the Company set forth in this Agreement that is made only as of a specified date shall be required to be true and correct (subject to standard specified in clause (i), (ii) or (iii), as applicable) only as of such date; (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.Effective Time; (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Co-Chief Executive Officers or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied; and (d) the Company shall have filed with the SEC its Annual Report on Form 10-K for the fiscal year ended February 3, 2007.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate consummate, or cause to be consummated, the Merger are subject to the satisfaction, at or prior to the Closing, satisfaction of the following conditions (additional conditions, any one or more of which may be waived, waived in whole or in part, to the extent permitted writing by Law, by Parent):Parent and Merger Sub: (a) (i) The representations and warranties of the Company contained in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) Fundamental Representations shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any Date, except with respect to such representations and warranties that by their terms address matters only at which speak as to an earlier date, which representations and as of another specified time, in which case warranties shall be true and correct in all material respects only at and as of such time)date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (iiiii) the representations representation and warranties warranty of the Company contained in the second sentence of Section 4.10(b) 4.24 shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, Date in all respects and (iviii) all other each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 4.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing Date, except with respect to such representations and warranties which speak as if made to an earlier date, which representations and warranties shall be true and correct at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified timedate, except for, in which case shall be true and correct (disregarding all materiality qualifications contained thereineach case, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and inaccuracies or omissions that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.; (b) The Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing.respects; and (c) Parent and Merger Sub There shall not have received occurred a certificate dated as Company Material Adverse Effect after the date of the Closing and signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedthis Agreement.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction (or waiver, at if permissible under applicable Law) on or prior to the Closing, Closing Date of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) The Fundamental Representations (iother than Section 3.5(a)) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at as of the date hereof and as of the Closing Date, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time). Section 3.5(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date, except (iiii) for the portions of Section 3.5(a) made as of an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in this Agreement other than the Fundamental Representations shall be true and correct as of the date hereof and as the Closing Date except (i) for representations and warranties that speak as of a specific date or time, which need be true and correct only as of such date or time and (ii) for breaches of the representations and warranties of the Company contained set forth in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time ARTICLE III (other than any such representations and warranties that by their terms address matters only as of another specified timethe Fundamental Representations) that, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it under this Agreement at or prior to the Closing.Closing Date; (c) There shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) Parent and Merger Sub shall have received a certificate dated certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth Section 8.2(a), Section 8.2(b) and ‎Section 8.2(c); (e) The Company Preferred Stock Conversion shall have been consummated; (f) The Company SAFE Conversion shall have been consummated; (g) The Company shall have executed and delivered to the Parent a copy of each Transaction Document to which it is a party; (h) The Stockholders set forth on Schedule 8.2(h) (the “Key Stockholders”) shall have executed and delivered to Parent the Lock-Up Agreement; (i) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the Organizational Documents of the Company, as in effect on the Closing Date, are attached to such certificate; (j) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the resolutions of the directors of the Company authorizing the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and performance by the Company of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing and signed by an executive officer Date, are attached to such certificate; (k) Parent has received from Parent Investors in the PIPE Financing at least $50,000,000; and (l) The Company shall have delivered to Parent a certificate of good standing with respect to the Company certifying that each from State of Delaware and the State of California. If the Closing occurs, all Closing conditions set forth in Section 9.02(a) 8.1 and Section 9.02(b) 8.2 that have not been fully satisfied as of the Closing will be deemed to have been satisfiedwaived by Parent and Merger Sub.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent): conditions: (a) (i) The the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect Sections 3.3 (a) and 3.18 shall be true and correct, in each case at and correct as of the date of this Agreement and at as of the Effective Time as though made on and as of the Closing as if Effective Time (except to the extent expressly made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified timean earlier date, in which case shall as of such earlier date), except for any failure to be true and correct only at that would be immaterial to Parent and as of such time), Merger Sub; and (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding without giving effect to any limitation on any representation or warranty indicated by the words "Material Adverse Effect", "in all materiality qualifications contained thereinmaterial respects", other than "in any such qualifications with respect to a list)material respect", "material" or "materially," except for the limitation set forth in each case at and clause (i) of Section 3.8) as of the date of this Agreement and at as of the Effective Time, as though made on and as of the Closing as if Effective Time (except to the extent expressly made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified timean earlier date, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such timeearlier date), except, in the case of this clause (iv), except where the failure of any such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The the Company shall have performed in all material respects the obligations, and complied in all of its covenants material respects with the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing. Effective Time; and (c) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(b(b) have been satisfied.. SECTION

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) there shall not have occurred any change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect; (b) (i) The each of the representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations in Sections 3.3 and warranties 3.4) that is not qualified by their terms address matters only at and as of another specified time, in which case materiality shall be true and correct only at and in all material respects as of the Closing Date as though made as of such timedate and each of the representations and warranties of the Company set forth in this Agreement (other than in Sections 3.3 and 3.4) that is qualified by the words “Company Material Adverse Effect”, “in all material respects”, “in any material respect”, “material”, “materially” or any similar qualification shall be true and correct as of the Closing Date as though made as of such date (except, in each case, to the extent expressly made as of an earlier date, in which case as of such earlier date), and (ii) the representations and warranties of the Company contained set forth in Section 4.05(a)(i) Sections 3.3 and 3.4 shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing Date (subject to any changes expressly permitted by this Agreement, including any shares Company Common Shares contemplated to be issued pursuant to the Company Financing and the financing contemplated by Section 5.1(b)) as if though made at and as of such time date (other than any such representations and warranties that by their terms address matters only at and except to the extent expressly made as of another specified timean earlier date, in which case shall be true and correct in all material respects only at and as of such timeearlier date), ; (iiic) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects each obligation and complied in all material respects with each agreement or covenant of its covenants and obligations hereunder the Company required to be performed or complied with by it at or prior to the Closing.under this Agreement; (cd) the Parent and Merger Sub shall have received a certificate dated as executed on behalf of the Closing and signed Company by an executive officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 7.2(a) and Section 9.02(bthrough (c) have been satisfied.; (e) the Company Financing shall have been consummated on or before March 29, 2013 (unless extended by Parent, in its sole discretion). For purposes of this Agreement, “Company Financing” means the issuance of additional Company securities (at a price per Unit of not less than $0.10) in connection with a financing by the Company of an amount equal to $1,900,000;

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction (or waiver, at if permissible under applicable Law) on or prior to the Closing, Closing Date of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) The Fundamental Representations (iother than Section 3.5(a)) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at in all material respects as of the date hereof and as of the Closing, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time), (ii) the representations and warranties of the Company contained in . Section 4.05(a)(i3.5(a) shall be true and correct in all material respects, in each case at respects as of the date hereof and as of the date Closing, except (i) for the portions of this Agreement and at and Section 3.5(a) made as of the Closing as if made at an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $100,000. The representations of the Company set forth in this Agreement other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case the Fundamental Representations shall be true and correct in all material respects as of the date hereof and as the Closing except (i) for representations and warranties that speak as of a specific date or time (which need be true and correct only at and as of such date or time), ) and (iiiii) for breaches of the representations and warranties of the Company contained set forth in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time ARTICLE III (other than any such representations and warranties that by their terms address matters only as of another specified timethe Fundamental Representations) that, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it under this Agreement at or prior to the Closing.Closing Date; (c) Since the date of this Agreement, here shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (d) Parent and Merger Sub shall have received a certificate dated certificate, signed by the CFO, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c); (e) The Company shall have executed and delivered to Parent a copy of each Transaction Document to which it is a party; (f) Each Company Shareholder shall have executed and delivered to Parent the Lock-Up Agreement; (g) The Company shall have delivered to Parent copies of the Employment Agreements executed by each Key Employee; (h) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the Organizational Documents of the Company and each of its Subsidiaries, as in effect on the Closing Date, are attached to such certificate; (i) Parent shall have received copies of third party consents set forth on Schedule 8.2(i) in form and substance reasonably satisfactory to Parent, and no such consents have been revoked and the Transaction Financing and such listing shall have been approved by Nasdaq subject to official notice of issuance; (j) The OneShop Retail Closing shall have occurred; (k) The Company shall have entered into the Collaboration Agreement and the MobilityOne Shareholders Agreement, both of which shall be in full force and effect and enforceable in accordance with their terms; (l) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the resolutions of the directors of the Company authorizing the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and performance by the Company of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing and signed by an executive officer Date, are attached to such certificate; and (m) The Company shall have delivered to Parent good standing certificates (or similar documents applicable for such jurisdictions) for the Company certified as of a date no earlier than twenty (20) days prior to the Closing Date from the proper Governmental Authority of the Company’s jurisdiction of organization and from each other jurisdiction in which the Company certifying that each is qualified to do business as a foreign corporation or other entity as of the conditions set forth Closing, in Section 9.02(a) and Section 9.02(b) have been satisfiedeach case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be further subject to the satisfaction, satisfaction or waiver at or prior to the Closing, Effective Time of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) (i) The the representations and warranties of the Company contained set forth in this Agreement that are qualified by Agreement, disregarding all materiality and Company Material Adverse Effect qualifiers (except as set forth in Section 2.07(ii)), shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing Effective Time, as if though made at on and as of such time date (other than unless any such representations and warranties that by their terms address matters representation or warranty is made only at and as of another specified timea specific date, in which case shall event as of such specified date), except for failures to be true and correct only at and as of such time), (ii) the representations and warranties of the Company contained in Section 4.05(a)(i) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct in all material respects only at and as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.; (bii) The the Company shall have performed in all material respects each of the obligations, and complied in all material respects with each of its covenants the agreements and obligations hereunder covenants, required to be performed by by, or complied with by, it under this Agreement at or prior to the Closing.; (ciii) there shall not have been any event, circumstance, change or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect; (iv) Parent and Merger Sub shall have received a certificate dated as of the Closing and signed by an executive officer Chief Executive Officer or the Chief Financial Officer of the Company Company, certifying that each of the conditions set forth in Section 9.02(aSections 6.02(i), (ii) and Section 9.02(b(iii) have been satisfied; (v) Parent or Merger Sub, as applicable, shall have received the proceeds of the financing contemplated by the Commitment Letters, or alternate financing, on terms and conditions reasonably acceptable to Parent and Merger Sub; (vi) the Company shall have obtained, and provided to Parent and Merger Sub copies of evidence with respect to, the Company Required Consents, the terms of which shall be reasonably satisfactory to Parent and Merger Sub; (vii) The 2005 Audited Financials shall reflect 2005 EBITDA of no less than $23,700,000 (provided, that failure of the Company to satisfy this condition shall not, by itself, constitute the basis for payment of the Company Termination Fee or the Parent Expenses); (viii) no suit, action, proceeding, claim, inquiry or investigation by any Governmental Authority or any third party shall be pending seeking to prohibit or restrain, or seeking damages in connection with the Merger or the transactions contemplated by this Agreement; and (ix) the aggregate number of Dissenting Shares shall be less than 10% of the total number of shares of Company Common Stock outstanding at the Effective Time.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are further subject to the satisfactionsatisfaction (or waiver, at if permissible under applicable Law) on or prior to the Closing, Closing Date of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):conditions: (a) The Fundamental Representations (iother than Section 3.5(a)) The representations and warranties of the Company contained set forth in this Agreement that are qualified by Company Material Adverse Effect shall be true and correct, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case shall be true and correct only at in all material respects as of the date hereof and as of the Closing, except the Fundamental Representations (other than Section 3.5(a)) made as of an earlier date or time, which need be true and correct only as of such earlier date or time), (ii) the representations and warranties of the Company contained in . Section 4.05(a)(i3.5(a) shall be true and correct in all material respects, in each case at respects as of the date hereof and as of the date Closing, except (i) for the portions of this Agreement and at and Section 3.5(a) made as of the Closing as if made at an earlier date or time, which need be true and correct only as of such earlier date or time and (ii) for breaches of Section 3.5(a) that, in the aggregate, would not result in a misrepresentation as to securities of the Company valued at less than $250,000. The representations of the Company set forth in this Agreement other than any such representations and warranties that by their terms address matters only at and as of another specified time, in which case the Fundamental Representations shall be true and correct in all material respects as of the date hereof and as the Closing except (i) for representations and warranties that speak as of a specific date or time (which need be true and correct only at and as of such date or time), ) and (iiiii) for breaches of the representations and warranties of the Company contained set forth in Section 4.10(b) shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time, and (iv) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of such time Article III (other than any such representations and warranties that by their terms address matters only as of another specified timethe Fundamental Representations) that, in which case shall be true and correct (disregarding all materiality qualifications contained therein, other than any such qualifications with respect to a list) only at and as of such time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect.; (b) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it under this Agreement at or prior to the Closing.Closing Date; (c) Since the date of this Agreement, here shall not be any event that is continuing that would individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (d) Parent and Merger Sub shall have received a certificate dated certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c); (e) The Company Preferred Stock Conversion shall have been consummated; (f) The Company shall have executed and delivered to the Parent a copy of each Transaction Document to which it is a party; (g) The Stockholders set forth on Schedule 8.2(g) shall have executed and delivered to Parent the applicable Lock-Up Agreements; (h) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the Organizational Documents of the Company and each of its Subsidiaries, as in effect on the Closing Date, are attached to such certificate; (i) Parent shall have received copies of third party consents set forth on Schedule 8.2(j) in form and substance reasonably satisfactory to the Parent, and no such consents have been revoked and the PIPE Financing and such listing shall have been approved by Nasdaq subject to official notice of issuance; (j) Parent shall have received a certificate, signed by an officer of the Company, certifying that true, complete and correct copies of the resolutions of the directors of the Company authorizing the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and performance by the Company of the Transactions, including the Merger, having been duly and validly adopted and being in full force and effect as of the Closing and signed by an executive officer Date, are attached to such certificate; and (k) The Company shall have delivered to Parent a certificate of good standing with respect to the Company certifying that each from State of the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfiedDelaware.