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

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations of Parent and Merger Sub to effect the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by Parent: (a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect; (b) The Company shall have performed and complied in all material respects with all agreements, covenants and obligations required by this Agreement to be performed or complied with by the Company on or prior to the Closing; and (c) The Company shall have caused to be delivered to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections 8.2(a) and (b) has been satisfied.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations The obligation of Parent and Merger Sub Subs to effect consummate the Closing shall be transactions contemplated by this Agreement is subject to the satisfaction or waiver of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The each of the representations and warranties made by the of Company contained in Article 3 that is (i) Section 5.4(a)(ii)qualified as, the first and fourth sentences of Section 5.5(a) and Section 5.24 to, or by Material Adverse Effect shall be true and correct in all respects as of the date of this Agreement and Closing Date as of the Closing, as though if made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct anew as of such specific date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date), except, in the case of the representations ) and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects not qualified as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date to or by Material Adverse Effect shall be true and correct as of the date of this Agreement and Closing Date as of the Closing, as though if made on and as of the Closing, and (B) are made as of a specific date shall be true and correct anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date, in each case under this clause (iii)), except where the any failure of any such representations representation and warranties warranty referred to in this clause (ii) to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had or will not have a Company Material Adverse Effect; (b) The Company shall have performed and complied in all material respects with all agreements, of the covenants and obligations required by agreements under this Agreement that are required to be performed by it at or complied prior to the Closing; (c) from the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Company; (d) holders of no more than five percent (5.0%) of the aggregate outstanding Company Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time will have elected to exercise (and will not have withdrawn or otherwise lost their ability to seek) dissenters’, appraisal or similar rights under Delaware law with respect to such shares; (e) Company will have delivered to Parent each of the following: (i) a certificate of Company executed by a duly authorized officer thereof, dated as of the Closing Date, stating that the preconditions specified in subsections (a) and (b) above as they relate to Company have been satisfied; (ii) evidence of Cash on Hand; (iii) a copy of the Paying Agent Agreement duly executed by the Representative; (iv) a certificate conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3); (v) certified copies of the resolutions duly adopted by the Company on or prior to Board authorizing the execution, delivery and performance of this Agreement, the Mergers and the other transactions contemplated hereby; (vi) (A) a certified copy of the Company Charter and (B) a certificate of good standing from the Secretary of State of the State of Delaware dated within five (5) Business Days of the Closing Date; (vii) the resignations, effective as of the Closing, from all Company directors, officers, employees and contractors; (viii) an electronic copy of the true, correct and complete contents of the Dataroom, which shall be delivered promptly after the Closing; and (cix) The Company shall have caused duly executed copies of consulting agreements with the following individuals in a form satisfactory to be delivered to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections 8.2(a) Parent: K▇▇▇▇ ▇▇▇▇, L▇▇▇ ▇▇▇▇▇▇▇▇▇▇, E▇▇▇ ▇▇▇▇▇▇, T▇▇▇▇ ▇▇▇ and (b) has been satisfiedM▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 Company Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on at and as of the Closing Date as though made at and as of the Closing Date (except that to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties that are made as of a specific date the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any qualifications limitation as to materiality "materiality" or Company "Material Adverse Effect (except Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the word “material” scope of items or matters disclosed in the defined term “Material Contract” shall not be disregarded for any of such purposes)Disclosure Schedules) has not had a Company Material Adverse Effect; (b) The the Company shall have performed and complied with in all material respects with all agreements, of the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on it under this Agreement at or prior to the Closing; and; (c) The the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the affirmative written consent of at least 97% of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the tenth (10th) Business Day following the date of this Agreement; (d) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such Transactions to be rescinded; (e) since the date of this Agreement there shall not have been any Material Adverse Effect; (f) the Company shall have caused received or obtained the Third Party Consents in a form and substance reasonably acceptable to be Parent; (g) the Company shall have delivered to Parent each of the following: (i) a certificate executed by a duly of an authorized officer of the Company certifying that each in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (h) the transactions summarized in the Company Unit Transfer Plan, attached hereto as Exhibit A, shall have been consummated, including that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and his spouse, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, shall each enter into a lock-up agreement with Parent (and/or a wholly-owned subsidiary thereof) whereby each will agree that their redemption rights pursuant to Section 8.6 of the limited liability company agreement of SecurCare American Portfolio, LLC dated October 1, 2015, as amended, will not be exercisable until at and after five years from the Closing Date; and (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in Sections 8.2(a) this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and (b) has been satisfiedMerger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the following conditions, any one satisfaction (or more of which may be waived waiver in writing by Parent), at or prior to the Closing, of the following conditions: (a) The (i) the representations and warranties made by the Company contained in (i) Section 5.4(a)(ii3.01(a), the first and fourth sentences of Section 5.5(a3.02, Section 3.03 (other than clauses (a), (b) and (d) thereof), Section 5.24 3.04(a), Section 3.05(a), Section 3.22 and Section 3.24 (A) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of the date of this Agreement and as of the Closing, Closing Date as though made on and as of the Closing Date (except that to the extent such representations and warranties that are made as of expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties, shall be true and correct in all material respects as of such specific date), except, in the case of the representations ) and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (iiB) Section 5.1 and Section 5.2 that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, Closing Date as though made on and as of the Closing Date (except that to the extent such representations and warranties that are made as of expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties, shall be true and correct in all material respects as of such date), (ii) the representations and warranties contained in clauses (a), (b) and (iiid) each other section of Article V that (A) are not made as of a specific date Section 3.03 shall be true and correct in all respects as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date or the date of this Agreement Agreement, in which case such representations and as of the Closingwarranties, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct in all respects as of such date, in each case under this clause (iii), except where the a failure of such representations and warranties to be true or correct is de minimis in nature, (iii) the representations and warranties contained in Section 3.09(a) shall be true and correct in all respects as of the Closing Date as though made on the Closing Date, and (iv) the representations and warranties contained in ARTICLE 3 (other than those contained in the sections set forth in the preceding clauses (i), (ii) and (iii)) shall be true and correct (without giving effect to any qualifications limitation as to materiality or Company “materiality,” “Material Adverse Effect Effect” or any similar limitation set forth therein) in all respects as of the Closing Date as though made on the Closing Date (except that to the word “material” extent such representations and warranties expressly relate to a specific date or the date of this Agreement, in which case such representations and warranties shall be true and correct in all respects as of such date), except where the failure to be so true and correct does not have, and would not reasonably be expected to have, individually or in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had aggregate, a Company Material Adverse Effect; (b) The Company shall have performed and complied in all material respects with all agreements, covenants and obligations required by this Agreement to be performed or complied with by the Company on or prior to the Closing; and (c) The Company shall have caused to be delivered to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections 8.2(a) and (b) has been satisfied.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub Subs to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Subs in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The All of the representations and warranties made of the Companies set forth in this Agreement and in any certificate delivered by the Company contained in (i) Section 5.4(a)(ii)Companies, the first and fourth sentences of Section 5.5(a) and Section 5.24 shall be true and correct in all respects on and as of the date of this Agreement and as of the Closing, as though made on and as of the Closing Date as if made on the Closing Date, except for (except that such i) those representations and warranties that are made address matters only as of a specific particular date shall be true and correct as of such specific date), except, in the case of the (which representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct have been accurate as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing), and (Bii) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Company Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (except that on, or with respect to, the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect;Companies. (b) The Each Company shall will have performed and complied with in all material respects with all agreements, of the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on it under this Agreement at or prior to the Closing; and; (c) The There will not have been a Material Adverse Effect since the date hereof; (d) Each Company shall will have caused to be delivered to Parent each of the following: (i) a certificate executed by a duly of an authorized officer of such Company, solely in his or her capacity as such and not in his or her personal capacity, dated as of the Closing Date, stating that the conditions specified in Section 8.01(a) and Section 8.01(b), as they relate to such Company, have been satisfied; (ii) a certificate signed by the chief executive officer of such Company, solely in his capacity as such and not in his personal capacity, setting forth all Company certifying Transaction Expenses along with final invoices from service providers to such Company in respect of the Mergers and all transactions in connection therewith stating that the amount set forth in such invoice represents payment in full for all such services provided by the service provider to such Company for services performed through the Closing Date; (iii) a good standing certificate (or similar documents applicable for such jurisdictions) for each Company certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Entity of the jurisdiction of organization of such Company; (iv) the Written Stockholder Consent specified in Section 5.07; (v) certified copies of resolutions duly adopted by such Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (e) the net proceeds from the PIPE Investment or other investment or financing shall be sufficient that, after giving effect of the Mergers, the Offer and the receipt of such net proceeds, Parent, with its reasonable efforts, will satisfy any requirements or comments from Nasdaq with regards to financial positions of Parent immediately following the Mergers; (f) Parent shall have received a fully executed Lock-Up Agreement from each Company Stockholder as of immediately prior to the Effective Time that will hold more than 5% of the Parent Common Shares to be issued and outstanding immediately following the Closing, other than any Dissenting Stockholder; (g) Parent shall have received a fully executed Escrow Agreement from the Stockholder Representative, as of immediately prior to the Effective Time; (h) Parent shall have received Non-Disclosure and Restrictive Covenant Agreements from each of the Persons set forth on Schedule 8.01(h) of the Company Disclosure Letter in favor of and for the benefit of Parent, each Company and each of the other covered parties in substantially the form attached as Exhibit G hereto (each, a “Non-Disclosure and Restrictive Covenant Agreement”), duly executed by each such Person and the Company; and If the Closing occurs, all Closing conditions set forth in Sections 8.2(a) this Section 8.01 that have not been fully satisfied as of the Closing will be deemed to have been waived by Parent and (b) has been satisfiedMerger Subs.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (ai) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 Fundamental Representations shall be true and correct in all respects (except, with respect to the representations and warranties set forth in Section 3.04(a) or 3.04(c), to the extent any inaccuracy is de minimis) at and as of the date of this Agreement hereof and as of the Closing, as though made on at and as of the Closing Date as though made at and as of the Closing Date (except that such representations and warranties that are to the extent expressly made as of a specific date specified date, in which case only as of such date) and (ii) all other representations and warranties of the Company set forth in this Agreement and the representations and warranties of the Representative set forth in Section 11.01(g) of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07(a)(ii) and 3.10(a)) at and as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case only as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications limitation as to materiality "materiality" or Company "Material Adverse Effect Effect" set forth therein (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposesother than with respect to Sections 3.07(a)(ii) and 3.10(a)) has not had 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 and complied with in all material respects with all agreements, each of the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on it under this Agreement at or prior to the Closing; and (c) The Company shall have caused to be delivered to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections 8.2(a) and (b) has been satisfied.;

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, conditions (any one or more all of which may be waived by Parent in writing whole or in part to the extent permitted by Parent:applicable Law): (a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 Company Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on hereof and as of the Closing Date as though made at and as of the Closing Date (except that such representations and warranties that are to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case only as of such date) and (iiiii) each all other section representations and warranties of the Company contained in Article V that (A) are not made as IV of a specific date this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, other than with respect to Section 4.7(b) and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) as of the date of this Agreement hereof and as of the Closing, Closing Date as though made on at and as of the Closing, and Closing Date (B) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case only as of such date), except, in each the case under of this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules) but without giving effect to any qualifications limitation as to materiality “materiality” or Company “Material Adverse Effect Effect” set forth therein (except other than with respect to Section 4.7(b) and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the word “material” scope of items or matters disclosed in the defined term “Material Contract” shall not be disregarded for any of such purposes)Disclosure Schedules) has not had had, and would not reasonably be expected to have, a Company Material Adverse Effect; (b) The the Company shall have performed and complied in all material respects with all agreementscovenants, covenants obligations and obligations agreements required by this Agreement to be performed or complied with by the Company it on or prior to the Closing; andClosing Date; (c) The there shall not have occurred any event since the Latest Balance Sheet Date up to the Closing Date, and no circumstance shall exist as of the Closing Date, that individually or in the aggregate has or would reasonably be expected to result in a Material Adverse Effect; (d) the Company shall have caused to be delivered to Parent a certificate executed by a duly authorized officer an Officer’s Certificate of the Company dated as of the Closing Date certifying that each of the conditions set forth in Sections 8.2(aSection 7.1(a), Section 7.1(b) and Section 7.1(c) have been met; (be) has the Merger shall have been satisfiedapproved and this Agreement shall have been adopted by the affirmative vote (by meeting or by written consent) of the holders of the requisite number of the Company’s Voting Common Shares in accordance with the DGCL and the Stockholders Agreement (the “Stockholder Consent”) at or prior to the expiration of the Stockholder Consent Period; (f) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Merger; (g) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or have otherwise been terminated; (h) the approvals or prior written non-disapprovals from Governmental Bodies listed on Schedule 7.1(h) shall have been obtained and be in full force and effect, in each case, without the imposition of any Burdensome Condition; (i) the Company shall have made, or caused to have been made, the applicable deliveries contemplated by Section 3.2 to be delivered by the Company; and (j) the Escrow Agreement shall have been executed and delivered by Representative and the Escrow Agent. If the Closing occurs, all Closing conditions set forth in this Section 7.1 that have not been fully satisfied as of the Closing shall be deemed to have been waived for purposes of the Closing by Parent and Merger Sub. Parent and Merger Sub may not rely on the failure of any condition set forth in this Section 7.1 if such failure was primarily caused by Parent’s or Merger Sub’s material breach of any provision of this Agreement.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations of Parent and Merger Sub to effect the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by ParentParent in its sole discretion: (a) The (i) the representations and warranties made by the Company contained in (i) the first sentence of Section 5.1 (only as to the Company and the Operating Company), Section 5.2, Section 5.4(a)(ii), the first first, third and fourth fifth sentences of Section 5.5(a) and Section 5.24 5.23 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), ) except, in the case of the representations and warranties contained in the first first, third and fourth fifth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) the representations and warranties made by the Company in Section 5.1 (other than the first sentence thereof as to the Company and Section 5.2 the Operating Company) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) the representations and warranties made by the Company in each other section of Article ARTICLE V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect; (b) The the Company shall have performed and complied in all material respects with all agreements, covenants and obligations required by this Agreement to be performed or complied with by the Company on or prior to the Closing; and; (c) The the Company shall have caused to be delivered to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections Section 8.2(a) and (b) has been satisfied; and (d) the Stockholders Agreement shall have been executed and delivered by the parties thereto set forth on Section 8.2(d) of the Company Disclosure Letter.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The each of the representations and warranties made by of the Company contained in Article 3 that is (i) Section 5.4(a)(iiqualified as to or by Material Adverse Effect will be true and correct as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (ii) not qualified as to or by Material Adverse Effect will be true and correct as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of such representation and warranty to be true and correct has not had a Material Adverse Effect; provided, that, notwithstanding the first foregoing, the representations and fourth sentences of warranties contained in Section 5.5(a) and Section 5.24 3.04 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiinaccuracies therein), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect; (b) The the Company shall will have performed and complied in all material respects with all agreements, of the covenants and obligations required by agreements under this Agreement that are required to be performed or complied with by the Company on it at or prior to the Closing; (c) there shall not have occurred a Material Adverse Effect since the date hereof; and (cd) The the Company shall will have caused to be delivered to Parent each of the following: (i) a certificate of the Company executed by a duly authorized officer thereof, dated as of the Closing Date, stating that the preconditions specified in subsections (a), (b) and (c) above have been satisfied; (ii) a certified copy of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iii) (A) a certified copy of the certificate of incorporation of the Company certifying that each and (B) a certificate of good standing or equivalent certificate of the conditions Company from the State of Delaware, dated within 30 days of the Closing Date; (iv) a copy of the Escrow Agreement, duly executed by Representative; (v) payoff letters in a form reasonably satisfactory to Parent, with respect to the payoff amounts of the Indebtedness identified on the Indebtedness Pay-Off Schedule; (vi) a certification conforming to the requirements of Treasury Regulation Section 1.1445-2(c)(3); and (vii) all consents of any Governmental Body that are required for the consummation of the transactions contemplated hereby and which are set forth in Sections 8.2(a) and (b) has been satisfiedon the Required Consents Schedule.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations The obligation of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement is subject to the fulfillment (or waiver by Parent and Merger Sub, to the extent permitted by Law) of each of the following conditions, any one conditions on or more of which may be waived in writing by Parentprior to the Closing: (a) The representations and warranties made by the Company contained in (i) (A) The Fundamental Warranties (other than the Fundamental Warranties in clause (ii) in the first sentence of Section 5.4(a)(ii3.10 and Section 3.27), the first and fourth sentences of Section 5.5(a) and Section 5.24 shall be true and correct in all respects except for any inaccuracies that are de minimis, and (B) the Fundamental Warranties in clause (ii) in the first sentence of Section 3.10 and Section 3.27, shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing, Closing Date as though made on and as of the Closing Date, in the case of each of clauses (A) and (B), and except that to the extent such representations and warranties that warranties, which by their terms, are expressly made as of a specific date date, in which case the same shall continue on the Closing Date to be so true and correct as of such specific the specified date; and (ii) all other warranties contained in Article III (excluding in Section 3.7(b), exceptSection 3.7(c), Section 3.7(d), Section 3.9, Section 3.11, Section 3.12, Section 3.15, Section 3.16, Section 3.23, Section 3.24 and Section 3.25) shall be true and correct, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, clause (ii) Section 5.1 and Section 5.2 shall be true and correct in disregarding all material respects Qualifications contained therein, as of the date of this Agreement and as of the Closing, Closing Date as though made on and as of the Closing Date (except that except, in each case, to the extent such representations and warranties that warranties, which by their terms, are expressly made as of a specific date date, in which case the same shall continue on the Closing Date to be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be so true and correct as of the date of this Agreement and as of the Closingspecified date), as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such dateexcept, in each the case under of this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (without giving effect disregarding all Qualifications contained therein) does not constitute or result in, and would not reasonably be expected to any qualifications as to materiality constitute or Company Material Adverse Effect (except that the word “material” result in, individually or in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had aggregate, a Company Material Adverse Effect;. (b) The All obligations of the Company to be performed hereunder prior to the Closing shall have performed and complied in all material respects with all agreements, covenants and obligations required by this Agreement to be been performed or complied with by the Company on or prior to the Closing; andin all material respects. (c) The Company transactions contemplated by the Founder Rollover Agreement shall have caused been consummated in accordance with the terms thereof. (d) The Company or the Seller Representative, as applicable, shall have delivered to Parent each of the documents required to be delivered at the Closing pursuant to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections 8.2(a) and (b) has been satisfiedSection 2.7(b).

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations The obligation of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The each of the representations and warranties made by of the Company contained in Article 3 that is (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 shall be true and correct in all respects qualified as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall to or by Material Adverse Effect will be true and correct as of the Closing Date as if made anew as of such specific date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, and (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects not qualified as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall to or by Material Adverse Effect will be true and correct as of such datethe Closing Date (without giving effect to any “material,” “materiality” or similar phrases) and (iii) each other section of Article V that (A) are not as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct has not had or will not have a specific date Material Adverse Effect; provided, however, that the representations and warranties of the Company contained in the Company Fundamental Representations shall be true and correct as of the date of this Agreement and Closing Date as if made anew as of such date in all material respects; provided, further, that the Closing, as though made on and as first sentence of the Closing, and (B) are made as of a specific date Section 3.07 shall be true and correct as of such date, in each case under this clause (iii), except where the failure Closing Date as if made anew as of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” date in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effectall respects; (b) The the Company shall will have performed and complied in all material respects with all agreements, of the covenants and obligations required by agreements under this Agreement that are required to be performed or complied with by the Company on them at or prior to the Closing; and; (c) The the Company shall will have caused to be delivered to Parent each of the following: (i) a certificate of the Company, in a form reasonably satisfactory to Parent, executed by a duly authorized officer thereof, dated as of the Company certifying Closing Date, stating that each of the conditions set forth preconditions specified in Sections 8.2(asubsections (a) and (b) has above as they relate to the Company have been satisfied; (ii) a duly executed notice to the IRS prepared in accordance with the requirements of Treasury Regulations Sections 1.897-2(h)(2) and 1.1445-2(c)(3) that is reasonably acceptable to the Parent and dated as of the Closing Date (the “FIRPTA Certificate”), along with written authorization for the Parent to deliver such FIRPTA Certificate to the IRS on behalf of the Company upon the Closing of the Merger; (iii) evidence of termination of the agreements set forth on the Schedule 2.02(c)(iii), which such form will include releases of the Company’s obligations thereto, in each case in a form satisfactory to Parent; (iv) payoff letters in a form reasonably satisfactory to Parent, with respect to the payoff amounts of the Indebtedness identified on the Indebtedness Pay-Off Schedule (the “Pay-Off Letters”); (v) the consents listed on Schedule 2.02(c)(v) to be identified in form and substance reasonably satisfactory to Parent; (vi) a Registration Rights Agreement, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), from each Holder, duly executed by each such Holder; (vii) a Lock-Up Agreement, in the form attached hereto as Exhibit B, from each Holder, duly executed by each such Holder; (viii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby, and the incumbency of the Persons signing this Agreement on behalf of the Company; (ix) (A) a certified copy of the certificate of incorporation or equivalent organizational document of the Company and each of its Subsidiaries and (B) a certificate of good standing or equivalent certificate from the jurisdictions in which the Company and its Subsidiaries are incorporated or formed, in each case, dated within 30 days of the Closing Date; (x) the International Agreement, duly executed by the parties thereto; (xi) the Lease Amendments, duly executed by the parties thereto; (xii) a Voting Agreement, in the form attached hereto as Exhibit F, from each Holder thereto, duly executed by each such Holder; and (xiii) the resignations, effective as of the Closing, from the boards of directors of any Subsidiaries of the Company of each director so designated in writing by Parent not less than ten days prior to the Closing and (xiv) the 280G Shareholder Vote Materials. (d) there shall be no action, suit or proceeding pending against Parent, Merger Sub or the Company or any of their respective Affiliates by any Governmental Body (i) seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of, or to have rescinded, the Merger; (ii) seeking material damages in connection with the Merger; (iii) seeking to compel the Company, Parent, Merger Sub or any Subsidiary of Parent to dispose of or hold separate any material assets as a result of the Merger; or (iv) seeking to impose any criminal sanctions or liability on Parent, Merger Sub or the Company in connection with the Merger; (e) the employees set forth on Schedule 2.02(e) shall be employed by the Company and the Employment Agreements between any such individual and the Company, if any, remain in full force and effect; (f) holders of no more than five percent (5.0%) of the aggregate outstanding Common Stock as of the Effective Time will have elected to exercise (and will not have withdrawn) dissenters’, appraisal or similar rights under Delaware law with respect to such shares; and (g) (i) the balance of the Trust Account as of the Closing (after repurchase of Parent Shares tendered in connection with the Tender Offer), together with (ii) the aggregate net proceeds resulting from any financing conducted in connection with the transactions contemplated by this Agreement (without duplication of any amounts reflected in (i)), shall be sufficient to pay the aggregate amount of the Cash Consideration.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be Contemplated Transactions are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by Parent and Merger Sub of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The (1) Each of the representations and warranties made by of the Company contained in Article IV (iother than the Company Fundamental Representations, the Company Fundamental Representations – De Minimis and the first sentence of Section 4.09 (Absence of Certain Developments)) Section 5.4(a)(iishall be true and correct as of the Closing (without giving effect to any “material,” “materiality,” “Company Material Adverse Effect” or similar phrases, except that the word “material” in the definition of “Company Material Contract” shall not be disregarded) as if made as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where the failure of any such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (2) (A) the Company Fundamental Representations shall be true and correct in all material respects on and as of the Closing, with the same force and effect as if made on and as of the Closing (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), and (B) the Company Fundamental Representations – De Minimis shall be true and correct in all respects (except for de minimis inaccuracies relative to the total fully diluted equity capitalization of the Company), and on and as of the Closing, with the same force and effect as if made on and as of the Closing (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)); provided, that, in the case of clauses (2)(A) and (2)(B), all “Company Material Adverse Effect,” “material” and “materiality” qualifications contained in such representations and warranties shall be disregarded and (3) the representations and warranties of the Company contained in the first and fourth sentences sentence of Section 5.5(a4.09 (Absence of Certain Developments) and Section 5.24 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect; (b) The Company shall have performed and complied in all material respects with all agreements, of the covenants and obligations required by agreements under this Agreement that are required to be performed or complied with by the Company on it at or prior to the Closing; (c) Since the date of this Agreement, there shall not have been or occurred any Company Material Adverse Effect; and (cd) The Company shall have caused to be delivered to Parent a certificate of the Company executed by a duly authorized officer thereof, dated as of the Company certifying Closing Date, stating that each of the conditions set forth in Sections 8.2(aSection 8.02(a), Section 8.02(b) and (bSection 8.02(c) has have been satisfied.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (ai) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 Fundamental Representations shall be true and correct in all respects as of (except, with respect to the date of this Agreement representations and as of warranties set forth in Section 3.04(a), to the Closing, as though made on extent any inaccuracy results in de minimis Liability to Parent or Merger Sub) at and as of the Closing Date as though made at and as of the Closing Date (except that to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties that are made as of a specific date the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Company Disclosure Schedules but without giving effect to any qualifications limitation as to materiality “materiality” or “Company Material Adverse Effect (except that the word “materialEffect” in the defined term “Material Contract” shall not be disregarded for any of such purposes)set forth therein) has not had had, and would not have, a Company Material Adverse Effect; (b) The Company shall have performed and complied with, in all material respects with respects, all agreements, of the covenants and obligations agreements required to be performed by it under this Agreement at or prior to the Closing; (c) Stockholder Approval shall have been obtained; (d) All clearances required under applicable foreign antitrust Laws shall have been obtained (or the waiting periods thereunder shall have expired or terminated early); (e) No Law shall be in effect and no Order shall have been entered, in each case, which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be performed rescinded; (f) With respect to any payments and/or benefits that Parent reasonably determines may constitute “parachute payments” under Section 280G of the Code with respect to any employees, the stockholders of the Company shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or complied (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner, and Parent and its Subsidiaries shall not have any liabilities with respect to such “parachute payments”; (g) The maximum number (on a percentage basis) of Stockholders that have exercised or continue to have a right to exercise appraisal rights shall not exceed five percent (5.0%) of the aggregate number of outstanding shares of Company Stock outstanding as of immediately prior to the Effective Time; (h) Parent shall have received a duly executed Joinder Agreement from the Stockholders holding at least 92% of the issued and outstanding shares of Company Stock as of immediately prior to the Effective Time; (i) The Company shall have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, certifying that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date, certifying as to (A) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors of the Company) and (B) that the Stockholder Approval shall have been obtained; (iii) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within five (5) Business Days prior to Closing with respect to the Company; (iv) a certificate of good standing (or equivalent document) from the applicable Governmental Entity in each jurisdiction where the Company on or and its Subsidiaries is qualified to do business (where such concept is recognized), all of which are dated within five (5) Business Days prior to the Closing; and (cv) The Company shall have caused a statement, issued pursuant to be delivered Treasury Regulation sections 1.897-2(h) and 1.1445-2(c)(3)(i) and in form and substance reasonably satisfactory to Parent a certificate executed by a duly authorized officer Parent, certifying that the stock of the Company certifying that each is not a United States real property interest within the meaning of section 897 of the Code (the Parties intend that such statement be considered to be voluntarily provided by the Company in response to a request from Parent pursuant to Treasury Regulation section 1.1445-2(c)(3)(i) and that such statement shall be mailed by Parent to the IRS after the Closing); (j) Parent shall have received executed copies of the third party consents set forth on Section 7.01(j) of the Company Disclosure Schedules; (k) No Company Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (l) No Key Employee shall have revoked or expressly indicated an intent to revoke his or her Offer Letter or Non-Competition Agreement; (m) Parent shall have consummated the Financing; (n) Parent shall have received the Spreadsheet, certified as complete and correct on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date; (o) (i) The Liens set forth in Section 7.01(o)(i) of the Company Disclosure Schedules shall have been released and Parent shall have received evidence of the release of such Liens, in form and substance reasonably satisfactory to Parent and (ii) Parent shall have received a payoff letter or other evidence of payment reasonable satisfactory to Parent with respect to the payment, contemporaneously with the Closing, of all Indebtedness set forth in Section 7.01(o)(ii) of the Company Disclosure Schedules; (p) Parent shall have received evidence satisfactory to it that all directors and officers of the Company’s Subsidiaries have resigned in writing in such capacities, effective as of the Closing, except as otherwise specified by Parent; (q) Parent shall have been furnished evidence satisfactory to it that all Contracts with Stockholders providing for rights of co sale, voting, registration, first refusal, board observation or information rights, including the Investor Rights Agreement, the Co-Sale Agreement and the Voting Agreement, shall have been terminated in full; and (r) There shall be no action, suit, order, injunction or proceeding before any Governmental Entity pending, or overtly threatened in writing, against Parent or the Company, their respective properties or any of their respective officers, directors or Subsidiaries (i) by any Governmental Entity arising out of, or directly connected with, the Merger or the other transactions contemplated by the terms of this Agreement, or (ii) which would reasonably be expected to have a Company Material Adverse Effect. If the Closing occurs, all Closing conditions set forth in Sections 8.2(a) this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and (b) has been satisfiedMerger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations The obligation of Parent and the Merger Sub Subs to effect consummate the Closing shall be Contemplated Transactions is subject to the satisfaction of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The (1) Each of the representations and warranties made by of the Company contained in Article III (other than the representations and warranties contained in Section 3.01 (Organization, Corporate Power), Section 3.02 (Authorization, ▇▇▇▇▇ and Binding Agreement) and Section 3.03 (Capitalization)) that is (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 qualified as to or by a Company Material Adverse Effect shall be true and correct in all respects as of the date of this Agreement and Closing Date as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are if made as of a specific such date shall be true (except to the extent any such representation and correct warranty expressly relates to an earlier date (in which case as of such specific earlier date), except, in the case of the representations ) and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects not qualified as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of to or by a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date Company Material Adverse Effect shall be true and correct as of the date of this Agreement and Closing Date (without giving effect to any “material,” “materiality” or similar phrases) as of the Closing, as though made on and as of the Closing, and (B) are if made as of a specific such date shall (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct as of such datehas not had or would not reasonably be expected to have a Company Material Adverse Effect, in each case under this clause and (iii), except where 2) (A) the failure of such representations and warranties to contained in Section 3.01 (Organization, Corporate Power) and Section 3.02 (Authorization, Valid and Binding Agreement) shall be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect”, “material”, “materiality” or similar phrases) in all material respects as of the Closing Date, as if made as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (B) the representations and warranties contained in Section 3.03) (Capitalization) shall be true and correct in all respects except for de minimis inaccuracies relative to the total fully-diluted equity capitalization of the Company as of the Closing Date (and, solely in respect of the representations and warranties contained in clauses (a) and (b) or the second and third sentences of clause (c) of Section 3.03 (Capitalization), except for failures to be so true and correct resulting from actions expressly permitted under this Agreement or otherwise consented to by Parent) as if made on the Closing Date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)); (b) The Company shall have performed and complied be in compliance in all material respects with all agreements, of the covenants and obligations required by agreements under this Agreement that are required to be performed or complied with by the Company on it at or prior to the Closing; andClosing Date; (c) Since the date of this Agreement, there shall not have been or occurred any Company Material Adverse Effect; (d) The Company shall have caused to be delivered to Parent a certificate of the Company executed by a duly authorized officer thereof, dated as of the Closing Date, stating that the conditions in Section 7.02(a), Section 7.02(b) and Section 7.02(c) have been satisfied; (e) The Company shall have delivered to Parent (i) a properly executed certificate of the Company certifying that each the Company is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897 of the conditions set forth Code, during the applicable period specified in Sections 8.2(aSection 897(c)(1)(a)(ii) of the Code, which complies with the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder and (bii) evidence that notice of such certificate has been satisfiedprovided to the IRS in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 shall Company Fundamental Representations will be true and correct in all respects as (except, with respect to the representations and warranties set forth in the second sentence of Section 3.04(a), to the date extent de minimis or except to the extent set forth on the Closing Certificate and included in the determinations of this Agreement and as of the Closing, as though made on Per Share Closing Merger Consideration) at and as of the Closing Date as though made at and as of the Closing Date (except that to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties that are made as of a specific date shall the Company contained in Article III of this Agreement will be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, other than (x) with respect to Section 3.06(a) (y) to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the scope of items or matters disclosed in the Disclosure Schedules, or (z) to the extent that the term “material” or a variation thereof is used in any defined terms or the definitions of any defined terms hereunder) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any qualifications limitation as to materiality “materiality” or Company “Material Adverse Effect Effect” set forth therein (except other than with respect to Section 3.06(a) and other than to the extent that such “materiality” or “Material Adverse Effect” qualifier defines the word “material” scope of items or matters disclosed in the defined term “Material Contract” shall not be disregarded for any of such purposesDisclosure Schedules)) has not had had, and would not have, a Company Material Adverse Effect; (b) The the Company shall will have performed and complied with in all material respects with all agreements, of the covenants and obligations agreements required to be performed by it under this Agreement at or prior to the Closing; (c) the Company shall have obtained the Written Stockholder Consent; (d) The Parent Shareholder Approval shall have been obtained; (e) The applicable waiting periods, if any, under the HSR Act will have expired or been terminated; (f) No Order will have been entered and no Law will be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be performed rescinded; (g) There will not have been a Material Adverse Effect since the date hereof; (h) The Company will have delivered to Parent each of the following: (i) a certificate of an authorized officer of the Company, solely in his or complied with her capacity as such and not in his or her personal capacity, dated as of the Closing Date, stating that the conditions specified in Section 8.01(a) and Section 8.01(b), as they relate to the Company, have been satisfied; (ii) a certificate signed by the Company on CEO, solely in his capacity as such and not in his personal capacity, setting forth all Company Transaction Expenses along with final invoices from service providers to the Company in respect of the Merger and all transactions in connection therewith stating that the amount set forth in such invoice represents payment in full for all such services provided by the service provider to the Company for services performed through the Closing Date; (iii) the Written Stockholder Consent specified in Section 5.07; (iv) a waiver or termination, in a form reasonably satisfactory to Parent, by each of the Restricted Stockholders waiving or terminating any rights of first refusal such Restricted Stockholder may have with respect to shares of the Company Stock that may apply under any document that the Company is a party to in effect immediately prior to the Closing; and (cv) The Company certified copies of resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (i) Parent shall have caused received a fully executed Lock-Up Agreement from each Company Stockholder as of immediately prior to the Effective Time, other than any Dissenting Stockholder; (j) Parent shall have received a fully executed Escrow Agreement from the Stockholder Representative, as of immediately prior to the Effective Time; (k) Parent shall have received a fully executed Registration Rights Agreement from each Company Stockholder that executed as Lock-Up Agreement and that desires to be delivered a party to the Registration Rights Agreement; (l) Parent a certificate executed by a duly authorized officer shall have received Non-Competition and Non-Solicitation Agreements from each of the Persons set forth on Schedule 8.01(l) of the Company certifying that Disclosure Letter in favor of and for the benefit of Parent, the Company and each of the other Covered Parties (as defined therein) in substantially the form attached as Exhibit K hereto (each, a “Non-Competition Agreement”), duly executed by each such Person and the Company; and (m) Parent shall have at least $7,500,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Offer. If the Closing occurs, all Closing conditions set forth in Sections 8.2(a) this Section 8.01 that have not been fully satisfied as of the Closing will be deemed to have been waived by Parent and (b) has been satisfiedMerger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the fulfillment, on the Closing Date, of each of the following conditions, conditions (any one or more all of which may be waived by Parent in writing whole or in part to the extent permitted by Parent:applicable Law): (a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 The Company Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on at and as of the Closing Date as though made at and as of the Closing Date (except that to the extent expressly made as of an earlier date, in which case only as of such date), and (ii) all other representations and warranties that are made as of a specific date the Company contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the Closing Condition Satisfaction Date as though made at and as of the Closing Condition Satisfaction Date (except to the extent expressly made as of an earlier date, in which case only as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had had, and would not reasonably be expected to have, a Company Material Adverse Effect; (b) The Company shall have performed and complied in all material respects with all agreements, covenants obligations and obligations agreements required by this Agreement to be performed or complied with by the Company it on or prior to the Closing; andClosing Date; (c) The Company shall have caused to be delivered to Parent a an officer’s certificate executed by a duly authorized officer of the Company certifying that each of the conditions set forth in Sections 8.2(aSection 7.1(a) and Section 7.1(b) have been met; (bd) has No Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Condition Satisfaction Date; (e) There shall not be in effect any Law or Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Merger; (f) The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or have otherwise been terminated; (g) The approvals from Governmental Bodies listed on Schedule 7.1(g) shall have been obtained and be in full force and effect; and (h) The condition set forth on Schedule 7.1(h) shall have been satisfied. If the Closing occurs, all Closing conditions set forth in this Section 7.1 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and Merger Sub. Parent and Merger Sub may not rely on the failure of any condition set forth in this Section 7.1 if such failure was caused by Parent’s or Merger Sub’s failure to comply with any provision of this Agreement.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations The obligation of Parent and the Merger Sub Subs to effect consummate the Closing shall be Contemplated Transactions is subject to the satisfaction of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a1) The Each of the representations and warranties made by of the Company contained in Article III (other than the representations and warranties contained in Section 3.01 (Organization, Corporate Power), Section 3.02 (Authorization, ▇▇▇▇▇ and Binding Agreement) and Section 3.03 (Capitalization)) that is (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 qualified as to or by a Company Material Adverse Effect shall be true and correct in all respects as of the date of this Agreement and Closing Date as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are if made as of a specific such date shall be true (except to the extent any such representation and correct warranty expressly relates to an earlier date (in which case as of such specific earlier date), except, in the case of the representations ) and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects not qualified as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of to or by a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date Company Material Adverse Effect shall be true and correct as of the date of this Agreement and Closing Date (without giving effect to any “material,” “materiality” or similar phrases) as of the Closing, as though made on and as of the Closing, and (B) are if made as of a specific such date shall (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct as of such datehas not had or would not reasonably be expected to have a Company Material Adverse Effect, in each case under this clause and (iii), except where 2) (A) the failure of such representations and warranties to contained in Section 3.01 (Organization, Corporate Power) and Section 3.02 (Authorization, Valid and Binding Agreement) shall be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect”, “material”, “materiality” or similar phrases) in all material respects as of the Closing Date, as if made as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)) and (B) the representations and warranties contained in Section 3.03) (Capitalization) shall be true and correct in all respects except for de minimis inaccuracies relative to the total fully-diluted equity capitalization of the Company as of the Closing Date (and, solely in respect of the representations and warranties contained in clauses (a) and (b) or the second and third sentences of clause (c) of Section 3.03 (Capitalization), except for failures to be so true and correct resulting from actions expressly permitted under this Agreement or otherwise consented to by Parent) as if made on the Closing Date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)); (b) The Company shall have performed and complied be in compliance in all material respects with all agreements, of the covenants and obligations required by agreements under this Agreement that are required to be performed or complied with by the Company on it at or prior to the Closing; andClosing Date; (c) Since the date of this Agreement, there shall not have been or occurred any Company Material Adverse Effect; (d) The Company shall have caused to be delivered to Parent a certificate of the Company executed by a duly authorized officer thereof, dated as of the Closing Date, stating that the conditions in Section 7.02(a), Section 7.02(b) and Section 7.02(c) have been satisfied; (e) The Company shall have delivered to Parent (i) a properly executed certificate of the Company certifying that each the Company is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897 of the conditions set forth Code, during the applicable period specified in Sections 8.2(aSection 897(c)(1)(a)(ii) of the Code, which complies with the requirements of Section 1445 of the Code and the Treasury Regulations promulgated thereunder and (bii) evidence that notice of such certificate has been satisfiedprovided to the IRS in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing: (a) (i) The representations and warranties set forth in Article IV (other than those representations and warranties that address matters as of particular dates) will be true and correct as of the Closing Date as though then made by and as though the Company contained Closing Date was substituted for the date of this Agreement throughout such representations and warranties and (ii) the representations and warranties set forth in Article IV that address matters as of particular dates will be true and correct as of such dates, in each case, except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) Section 5.4(a)(ii)and (ii) to be so true and correct would not, individually or in the first and fourth sentences of Section 5.5(a) and Section 5.24 shall aggregate, have a Material Adverse Effect; provided, however, that the Fundamental Representations will be true and correct in all respects as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement and throughout the Fundamental Representations, except for those Fundamental Representations that address matters as of the Closing, as though made on and as of the Closing particular dates (except that in which case such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall Fundamental Representations will be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such datedates), in each case under this clause (iii)case, except where the failure of such representations and warranties the Fundamental Representations to be so true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” would not, in the defined term “Material Contract” aggregate, result in Losses in excess of $500,000; provided, further, that, during the ten (10) days following receipt by the Representative of written notice thereof from Parent of the failure of the Fundamental Representations to be so true and correct, the Company shall not be disregarded for have the right to cure any of such purposesLosses in order to satisfy the condition to Closing set forth in this Section 3.01(a)) has not had a Company Material Adverse Effect; (b) The Company shall have has performed and complied in all material respects with all agreements, the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on it under this Agreement at or prior to the Closing; and; (c) The waiting period or required approval applicable to the transactions contemplated by this Agreement under the HSR Act will have expired or been received; (d) No Order has been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated by this Agreement, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) Immediately following the date of this Agreement, holders of Company Shares sufficient to deliver the Requisite Stockholder Approval will have executed and delivered a written consent in favor of the Merger, a copy of which will have been provided to Parent; (f) Since the date of this Agreement, no Material Adverse Effect shall have caused to be occurred; and (g) The Company (or the Representative) will have delivered to Parent a certificate executed by a duly authorized officer of the Company certifying that each of the following: (i) a certificate of the Company, dated as of the Closing Date, stating that the conditions set forth specified in Sections 8.2(asubsections (a) and (b) has above, as they relate to the Company, have been satisfied; (ii) an affidavit from the Company, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2(h); (iii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement; and (iv) evidence of the termination of the Stockholders Agreement by and among VIA Holdings I, Inc., ▇▇▇▇▇ ▇▇▇▇▇ Fund IX, L.P., Ares Capital Corporation, and each of the Persons listed on the Schedule of Executives attached thereto. If the Closing occurs, all closing conditions set forth in this Section 3.01 which have not been fully satisfied as of the Closing will be deemed to have been waived by Parent and Merger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the obligations The obligation of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The each of the representations and warranties made by of the Company contained in Article 3 that is (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 qualified as to or by Material Adverse Effect shall be true and correct in all respects as of the date of this Agreement and Closing Date as of the Closing, as though if made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct anew as of such specific date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date), except, in the case of the representations ) and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects not qualified as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date to or by Material Adverse Effect shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iii), except where the failure of such representations and warranties to be true and correct Closing Date (without giving effect to any qualifications “material,” “materiality” or similar phrases) as to materiality or Company Material Adverse Effect if made anew as of such date (except that to the word “material” extent any such representation and warranty expressly relates to an earlier date (in the defined term “Material Contract” shall not be disregarded for any which case as of such purposesearlier date)), except where any failure of any such representation and warranty referred to in this clause (ii) to be true and correct has not had or will not have a Material Adverse Effect; provided, however, that the representations and warranties of the Company contained in the Company Fundamental Representations shall be true and correct in all respects as of the Closing Date as if made anew as of such date; (b) the Company shall have performed in all material respects all of the covenants and agreements under this Agreement that are required to be performed by it at or prior to the Closing; (c) since December 31, 2011, there shall not have been or occurred any Material Adverse Effect; (bd) The holders of no more than five percent (5.0%) of the aggregate outstanding Company shall Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time will have performed elected to exercise (and complied in all material respects will not have withdrawn) dissenters’, appraisal or similar rights under Delaware law with all agreements, covenants and obligations required by this Agreement respect to be performed or complied with by such shares; (e) the Company on or prior to the Closing; and (c) The Company shall will have caused to be delivered to Parent each of the following: (i) a certificate of the Company executed by a duly authorized officer thereof, dated as of the Company certifying Closing Date, stating that each of the conditions set forth preconditions specified in Sections 8.2(asubsections (a) and (b) above as they relate to the Company have been satisfied; (ii) a copy of the Escrow Agreement, duly executed by the Representative; (iii) payoff letters in a form reasonably satisfactory to Parent, with respect to the payoff amounts of the Indebtedness identified on the Indebtedness Pay-Off Schedule (the “Pay-Off Letters”); (iv) a certificate conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3); (v) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement, the Merger and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (vi) (A) a certified copy of the certificate of incorporation of the Company and (B) a certificate of good standing from the Secretary of State of the State of Delaware dated within five (5) Business Days of the Closing Date; (vii) the resignations, effective as of the Closing, from the board of directors of the Company of each director so designated in writing by Parent not less than ten days prior to the Closing; (viii) either (A) the consents listed on Schedule 2.02(e)(viii) in form and substance reasonably satisfactory to Parent or (B) an affirmative notice that the Company shall have elected to fund the Additional Escrow Amount as set forth in Section 5.11; (ix) Lock-Up Agreements in the form attached hereto as Exhibit E, executed by each of the individuals listed on Schedule 2.02(e)(ix); (x) evidence reasonably satisfactory to Parent that each of the Fourth Amended and Restated Stockholders Agreement between the Company and the holders of Company Stock dated January 28, 2011 and the Third Amended and Restated Registration Rights Agreement has been satisfiedterminated; (xi) evidence reasonably satisfactory to Parent of the termination of the Patent License Agreement, dated July 7, 2004, by and between the Company and Helix Designs, Inc.; (xii) an updated Distribution Schedule, including any update to show the actual number of Parent Shares to be issued under Section 1.04 based on the actual Parent Trading Price; (xiii) an Amendment to Employment Agreement or a Non-Compete Agreement from (A) each applicable individual listed on Schedule 2.02(e)(xiii)(A) and (B) at least four of the applicable individuals listed on Schedule 2.02(e)(xiii)(B), in each case, (1) in substantially the form of such agreement for such individual as listed on Schedule 2.02(e)(xiii)(A) or (B) (or in such other forms as are reasonably agreed to among the Company, Parent and the applicable individual thereto) and (2) executed by such individual; and (xiv) an electronic copy, on one or more DVDs or other electronic storage devices, containing the true, correct and complete contents of the Dataroom.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (ai) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 Fundamental Representations shall be true and correct in all respects as of (except, with respect to the date of this Agreement representations and warranties set forth in Section 3.04(a) or 3.04(c), to the extent any inaccuracy is de minimis) at and as of the Closing, as though made on date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except that such representations and warranties that are to the extent expressly made as of a specific date specified date, in which case only as of such date) and (ii) all other representations and warranties of the Company set forth in this Agreement and the representations and warranties of the Representative set forth in Section 11.01(f) of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein, other than with respect to Section 3.07(c) and 3.10(a)) at and as of date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case only as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications limitation as to materiality “materiality” or Company “Material Adverse Effect Effect” set forth therein (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposesother than with respect to Sections 3.07(c) and 3.10(a)) has not had 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 and complied with in all material respects with all agreements, each of the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on it under this Agreement at or prior to the Closing; and; (c) The Company Merger shall have caused to be delivered to Parent a certificate executed been approved and this Agreement shall have been adopted by a duly authorized officer the requisite affirmative vote of the Preferred Shareholders and the shareholders of the Company certifying that each in accordance with the DGCL and the Organizational Documents (the “Shareholder Approval”); (d) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (e) No judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any of the conditions transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) There shall not have been a Material Adverse Effect since the date hereof; (g) No more than five percent (5)% of the outstanding shares of Company Stock shall be Dissenting Shares; and (h) The consent of the counterparties to the agreements set forth in Sections 8.2(aon Schedule 8.01(h) and (b) has with respect to the consummation of the transactions contemplated by this Agreement shall have been satisfiedobtained without any material conditions, caveats or qualifications.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) The representations and warranties made by the Company contained in (i) Section 5.4(a)(ii), the first and fourth sentences of Section 5.5(a) and Section 5.24 Company Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on at and as of the Closing Date as though made at and as of the Closing Date (except that to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties that are made as of a specific date the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the scope of items or matters disclosed in the Disclosure Schedules) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiii), except where the failure of such representations and warranties to be so true and correct (giving effect to the applicable exceptions set forth in the Disclosure Schedules but without giving effect to any qualifications limitation as to materiality "materiality" or Company "Material Adverse Effect (except Effect" set forth therein, other than with respect to Section 3.07 and other than to the extent that such "materiality" or "Material Adverse Effect" qualifier defines the word “material” scope of items or matters disclosed in the defined term “Material Contract” shall not be disregarded for any of such purposes)Disclosure Schedules) has not had a Company Material Adverse Effect; (b) The the Company shall have performed and complied with in all material respects with all agreements, of the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on it under this Agreement at or prior to the Closing; and; (c) The the Merger and the Transactions shall have been approved and this Agreement shall have been adopted by the unanimous affirmative written consent of the Securityholders in accordance with the CBCA and the Company Organizational Documents (the "Company Requisite Approval") prior to the third (3rd) Business Day following the date of this Agreement; (d) the SecurCare Merger and all transactions contemplated thereunder shall have been consummated; (e) no judgment, decree or order from any Governmental Entity shall have been entered which would prevent the performance of this Agreement or the consummation of any of the Transactions, declare unlawful the Transactions or cause such transactions to be rescinded; (f) since the date of this Agreement there shall not have been any Material Adverse Effect; (g) the Company shall have caused received or obtained the Third Party Consents in a form and substance reasonably acceptable to be Parent; (h) the Company shall have delivered to Parent each of the following: (i) a certificate executed by a duly of an authorized officer of the Company certifying that each in his or her capacity as such, dated as of the Closing Date, stating that the conditions specified in Sections 7.01(a) and 7.01(b), as they relate to the Company, have been satisfied; (ii) certified copies of resolutions (or a written consent) of the board of directors of the Company approving the Transactions; and (iii) certified copies of resolutions (or a written consent) for the Company Requisite Approval; (i) the Parent Common Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (j) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a certification that satisfies the requirements of (A) Section 1446(f)(2) of the Code and Section 6.01 of Notice 2018-29 or any successor guidance or (B) any other exception to withholding under Section 1446(f)(1) of the Code under Section 6 of Notice 2018-29 or any successor guidance; and (k) each Securityholder receiving Allocated Consideration pursuant to Section 1.02(a) shall have provided to Parent a fully completed and accurate Investor Questionnaire. If the Closing occurs, all Closing conditions set forth in Sections 8.2(a) this Section 7.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by Parent and (b) has been satisfiedMerger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect complete the Closing shall be Merger are subject to the satisfaction or waiver (in the sole discretion of Parent and Merger Sub) of each of the following conditions, any one or more of which may be waived in writing by Parentconditions precedent: (a) The the representations and warranties made by of the Company contained set forth in Sections 3.2(a) through (i) Section 5.4(a)(iic), the first and fourth sentences of Section 5.5(a3.3(a) through (c), 3.3(f), 3.3(g) and Section 5.24 shall 3.22 will be true and correct accurate in all respects (except in each case for inaccuracies that are de minimis in the aggregate) as of the date of this Agreement and as of the Closing, Closing Date as though made on and the Closing Date (without taking into account any disclosures of discoveries, events or occurrences arising on or after the date hereof), except that representations or warranties which expressly relate to an earlier date need only have been accurate as of the Closing that earlier date; (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of b) the representations and warranties contained of the Company set forth in the first and fourth sentences of this Agreement, excluding those covered by Section 5.5(a6.2(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 shall will be true and correct accurate in all material respects (determined in each case without giving effect to any materiality or Company Material Adverse Effect qualifications therein) as of the date of this Agreement and as of the Closing, Closing Date as though made on and as of the Closing Date (except that such representations and warranties that are made as without taking into account any disclosures of a specific date shall be true and correct as of such date) and (iii) each other section of Article V that (A) are not made as of a specific date shall be true and correct as of discoveries, events or occurrences arising on or after the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiihereof), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except i) for inaccuracies that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has have not had and would not reasonably be expected to have a Company Material Adverse Effect; and (ii) that representations or warranties which expressly refer to an earlier date need only have been accurate as of that earlier date; (bc) The the Company shall will have performed and complied in all material respects with all agreements, covenants and each of the obligations it is required by this Agreement to be performed or complied with by the Company on perform at or prior to the Closing; andClosing Date; (cd) The no Company shall Material Adverse Effect will have caused to be delivered to occurred after the date of this Agreement; (e) Parent will have received a certificate executed signed on the Company’s behalf by a duly authorized officer of the Company certifying Company’s Chief Executive Officer and Chief Financial Officer stating that each of the conditions set forth in Sections 8.2(a6.2(a), 6.2(b), 6.2(c) and (b6.2(d) has have been satisfied; and (f) no Proceeding brought by an Authority will be pending or threatened (i) seeking to prevent or delay completion of the Merger; (ii) asserting the illegality or unenforceability of the Merger or any provision of this Agreement; (iii) seeking to prohibit or impose any limitations on Parent’s or Merger Sub’s direct or indirect (whether through one ore more Subsidiaries or otherwise) ownership or operation of an Acquired Company or any portion of an Acquired Company’s business or assets, or to compel any such Person to dispose of or hold separate any portion of the business or assets of the Company, Parent or any of their respective Subsidiaries; (iv) seeking to limit the right of Parent, Merger Sub or any of their Affiliates to acquire or hold, or exercise full rights of ownership of, any Company Common Stock; (v) seeking to prohibit Parent or any of its Affiliates from effectively controlling the business or operations of an Acquired Company; or (vi) which otherwise would reasonably be expected to have a Company Material Adverse Effect.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing: (a) The (i) Other than the Fundamental Representations of the Company, the representations and warranties made by of the Company contained in (i) Section 5.4(a)(ii), this Agreement and the first and fourth sentences of Section 5.5(a) and Section 5.24 other Transaction Documents shall be true and correct in all respects (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 or Material Adverse Effect) on and as of the date of this Agreement hereof and as of the Closing, as though made on and as of the Closing Date with the same effect as though made at and as of such date (except that such those representations and warranties that are made address matters only as of a specific date specified date, the accuracy of which shall be true and correct determined as of such specific datethat specified date in all respects), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 the Fundamental Representations of the Company shall be true and correct in all material respects on and as of the date of this Agreement hereof and as of the Closing, as though made on and as of the Closing Date with the same effect as though made at and as of such date (except that such those representations and warranties that are made address matters only as of a specific date specified date, the accuracy of which shall be true and correct determined as of such date) and (iii) each other section of Article V that (A) are not made as of a specific specified date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (B) are made as of a specific date shall be true and correct as of such date, in each case under this clause (iiiall respects), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualifications as to materiality or Company Material Adverse Effect (except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such purposes)) has not had a Company Material Adverse Effect; (b) The Company shall have performed and or complied with, in all material respects with all agreementsrespects, the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on them under this Agreement at or prior to the Closing; and; (c) Since the date of this Agreement, no Material Adverse Effect shall have occurred; (d) No Order has been entered and not withdrawn, no Law has been enacted and no Legal Proceeding is pending, which, in each case, would prevent the performance of this Agreement or the consummation of any of the transactions contemplated by this Agreement, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) On or prior to the first (1st) Business Day after the date of this Agreement, holders of Company Shares sufficient to deliver the Requisite Shareholder Approval will have executed and delivered a written consent in favor of the Merger, a copy of which will have been provided to Parent; (f) The Company shall (or the Representative) will have caused delivered to be Parent the Escrow Agreement, duly executed by the Representative; (g) The Company will have delivered to Parent a certificate in a form reasonably acceptable to Parent prepared in accordance with Section 1.1445-2 of the Treasury Regulations certifying such facts as to establish that the Merger is exempt from withholding pursuant to Section 1445 of the Code; (h) The directors and officers of the Company will have executed resignations from such positions, to be effective as of the Closing, and the Company will have delivered the same to Parent; (i) The Company will have delivered to Parent sufficient documentation regarding the termination of all retirement plans subject to Code Section 401(a) that are sponsored by the Company, with the effective date of the termination prior to the Closing Date. (j) The Company will have delivered to Parent each of the following: (i) a certificate of a duly authorized officer of the Company certifying that each Company, dated as of the Closing Date, stating that the conditions specified in subsections (a), (b) and (c) above, as they relate to the Company, have been satisfied (the “Company Certificate”); and (ii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement; (k) The Company will have taken all necessary action to cancel all of the outstanding Company Options, effective as of the Effective Time, and will have delivered to Parent Option Surrender Forms, duly executed by each holder of a Company Option and the Company; (l) The Company will have delivered to Parent evidence that the Company Plan has been terminated; (m) The Company will have delivered to Parent evidence that the Shareholder Buy-Sell Agreement, dated as of December 30, 2010, among the Company and certain Shareholders, has been terminated; and (n) The Company will not have received notice from Shareholders holding more than 3% of the Company Shares that such Shareholders have exercised appraisal rights under Section 1300 of the CGCL. If the Closing occurs, all closing conditions set forth in Sections 8.2(a) this Section 3.01 which have not been fully satisfied as of the Closing will be deemed to have been waived by Parent and (b) has been satisfiedMerger Sub.

Conditions to Parent’s and Merger Sub’s Obligations. In addition to the conditions set forth in Section 8.1, the The obligations of Parent and Merger Sub to effect consummate the Closing shall be transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Parent and Merger Sub in writing) of the following conditions, any one or more conditions as of which may be waived in writing by Parentthe Closing Date: (a) (i) The representations and warranties made by the Company contained set forth in Section 3.01 (i) Section 5.4(a)(ii), other than the first and fourth last sentences of Section 5.5(athereof) and Section 5.24 shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing (except that such representations and warranties that are made as of a specific date shall be true and correct as of such specific date), except, in the case of the representations and warranties contained in the first and fourth sentences of Section 5.5(a), for any de minimis inaccuracy, (ii) Section 5.1 and Section 5.2 3.02 shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date of this Agreement hereof and as of the Closing, as though made on true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except that such representations and warranties that are to the extent expressly made as of a specific specified date, in which case only as of such date and except, at the Closing Date for any immaterial updates to Schedule 3.02 that do not include the addition of previously undisclosed Subsidiaries and which updates will under no circumstances be considered for purposes of any indemnification obligations hereunder or under the Stockholder Agreements), (ii) the representations and warranties set forth in the first and last sentences of Section 3.01, in Section 3.03 and in the first sentence of Section 3.05(b) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case only as of such date) and ), (iii) each the representations and warranties set forth in Section 3.05(b) (other section than the first sentence of Article V that (ASection 3.05(b)), Section 3.05(c), Section 3.05(d), Section 3.05(e) are not made as of a specific date and Section 3.05(f) shall be true and correct in all but de minimis respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date of this Agreement hereof and at and as of the Closing, Closing Date as though made on at and as of the Closing, and Closing Date (B) are except to the extent expressly made as of a specific date specified date, in which case only as of such date), (iv) the representations and warranties set forth in Section 3.22 shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case only as of such date), (v) the representations and warranties set forth in Section 3.05(a) shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date, except, in each the case under of this clause (iiiv), except where the failure of such representations and warranties to be so true and correct would not have any effect on the consideration payable pursuant to this Agreement or the Rollover Agreements or any other adverse effect on Parent, and (vi) all other representations and warranties of the Company set forth in this Agreement shall be true and correct (without giving effect to any qualifications limitation as to materiality “materiality” or Company “Material Adverse Effect Effect” set forth therein, other than with respect to Sections 3.08(a)(iii) and 3.11(a)) at and as of date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except that to the word “material” extent expressly made as of a specified date, in which case only as of such date), except, in the defined term case of this clause (vi), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material ContractAdverse Effect” shall not be disregarded for any of such purposesset forth therein (other than with respect to Sections 3.08(a)(iii) and 3.11(a)) has not had 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 and complied with in all material respects with all agreements, each of the covenants and obligations agreements required by this Agreement to be performed or complied with by the Company on it under this Agreement at or prior to the Closing; and; (c) There shall not have occurred a Material Adverse Effect since the date hereof; (d) Less than five percent (5%) of the issued and outstanding shares of Company Stock shall be Dissenting Shares; (e) The Company shall have caused provided to be Parent the information, including acknowledgements, set forth on Annex 5.10(a); (f) The Company shall have complied with the notification obligations set forth in Section IV.B.4(k) of the Certificate of Incorporation; (g) The Representative shall have delivered to Parent a certificate the Escrow Agreement which shall have been executed by the Escrow Agent and the Representative; (h) The Employment Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be in full force and effect and ▇▇. ▇▇▇▇▇▇ shall not have ceased employment with Parent, the Company or one of their respective Subsidiaries (other than in the event of death or Disability); (i) The Stockholder Agreements and the Rollover Agreements shall be in full force and effect; (j) Each of the Share Exchanges shall have been consummated; (k) Each of the Stockholders listed on Annex V shall have delivered a duly authorized officer Written Consent to the Company in respect of all shares shown opposite such Stockholder’s name on such Annex V, with a copy concurrently to Parent, which shall be in full force and effect; (l) The Teleca Share Exchange shall have been consummated prior to the Reference Time; and (m) The Board of Directors of the Company certifying that each shall have declared all dividends on the Series A Preferred Stock and Series A-1 Preferred Stock accrued and unpaid as of immediately prior to the conditions set forth in Sections 8.2(a) and (b) has been satisfiedReference Time.