Common use of Conditions to the Merger Clause in Contracts

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 9.1. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative requisite vote of the stockholders outstanding Shares of the Company within the meaning and in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDGCL; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; and (c) no provision of any applicable law or regulation and no judgment, injunction, order, decree or other legal restraint shall prohibit the consummation of the Merger. SECTION 9.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction of the following conditions: (a) there shall not be instituted and remain pending any extension thereofaction by any Governmental Entity (i) applicable challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation by Parent or Merger Sub of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith, (ii) seeking to restrain or prohibit Parent's or Merger Sub's ownership or operation (or that of their respective subsidiaries or affiliates) of all or any material portion of the business or assets of the Company and its subsidiaries, or of Parent and its subsidiaries or affiliates, or to compel Parent or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its subsidiaries, or of Parent and its subsidiaries and affiliates, (iii) seeking to impose limitations on the ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's shareholders, (iv) seeking to require divestiture by Parent or any of its subsidiaries or affiliates of any Shares, or (v) that otherwise would reasonably be expected to materially adversely affect the condition (financial or otherwise), business, or results of operations of the Company and its subsidiaries, or Parent and its subsidiaries, in each case taken as a whole, nor shall any judgment, injunction, order or decree have been entered that would have any of the foregoing effects; (b) the Company shall have performed in all material respects its covenants and agreements under this Agreement, and the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true when made and at and (except to the extent such representations and warranties relate to a specific date) as of the Closing as if made at and as of such time, and the representations and warranties set forth in this Agreement that are not so qualified shall be true in all material respects when made and (except to the extent such representations and warranties relate to a specific date) at and as of the Closing as if made at and as of such time, and other than any failure of such representations and warranties to be true (x) arising from or in connection with changes in general economic conditions or matters generally affecting the industry in which the Company and its subsidiaries are engaged, (y) arising from the announcement or the consummation of the transactions contemplated by this Agreement, or (z) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Parent and Merger Sub shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to that effect; and (c) other than the filing of the Certificate of Merger in accordance with DGCL, after making reasonable efforts, Parent and its subsidiaries (including Merger Sub) shall have obtained all regulatory approvals, licenses and other Consents required to be obtained prior to the consummation of the Merger under and the HSR Act shall have expired transactions contemplated by this Agreement, except such approvals, licenses and other Consents which, if not obtained, would not, individually or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall aggregate, reasonably be expected to have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has a Material Adverse Effect. SECTION 9.3. Conditions to the effect Obligations of restraining or making the Company. The obligations of the Company to consummate the Merger illegal or otherwise prohibiting consummation are subject to the further satisfaction of the Merger; (d) the Registration Statement shall have been declared effective, following conditions: Parent and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares performed in all material respects their covenants and agreements under this Agreement, and the representations and warranties of Parent and Merger Sub set forth in this Agreement that are qualified as to materiality shall be true when made at and as of the Effective Time as if made and at and as of such time, and the representations and warranties set forth in this Agreement that are not so qualified shall be true in all material respects when made and at and as of the Effective Time as if made at and as of such time; and the Company Common Stock pursuant shall have received certificates of the Chief Executive Officer or Chief Financial Officer of Parent and Merger Sub to the Offerthat effect.

Conditions to the Merger. SECTION 7.01 8.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Governmental Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; and (b) the Requisite Shareholder Approval shall have been obtained. SECTION 8.02. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct when made and shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are qualified by materiality or Company Material Adverse Effect shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and except that those representations and warranties which address matters only as of a particular date shall be so true and correct as of such date, and Parent shall have received a certificate of the Company to such effect signed by the Chief Executive Officer of the Company; (b) the Company shall have performed or complied, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Parent shall have received a certificate of the Company to that effect signed by the Chief Executive Officer of the Company; (c) Parent shall have received in form and substance reasonably satisfactory to Parent all consents, approvals and authorizations of Governmental Authorities necessary to consummate the Merger and all consents and waivers of third parties set forth on Section 8.02(c) of the Disclosure Schedule; (d) the Registration Statement no Company Material Adverse Effect shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effectoccurred; (e) except for travel advances to employees in the shares ordinary course of IHK Common Stock business consistent with past practice that are not, in the aggregate, in excess of $10,000, any shareholder or other affiliate of the Company (other than the Company Subsidiaries) that has any loans or other Indebtedness to the Company or any Company Subsidiary outstanding shall have repaid prior to the Closing Date such loans or other Indebtedness or cancelled guaranties given by the Company or any Company Subsidiary for the benefit of such shareholder or other affiliate and Parent shall have received a certificate of the Company to such effect signed by the Chief Executive Officer of the Company; (f) appraisal rights under the Ohio Law shall not have been perfected, asserted or demanded with respect to more than 7% of the aggregate number of Shares and Preferred Shares; (g) the documents and instruments contemplated to be issued in delivered by the Merger and Company or the Significant Shareholders pursuant to Substitute Options Section 3.02 shall have been authorized for listing on delivered; (h) Parent shall have received the Listing MarketEmployment Agreements duly executed by each of the parties thereto; (i) Parent shall have received from ▇▇▇▇▇▇▇▇ & Shohl LLP, subject a legal opinion, addressed to official notice Parent and dated the Closing Date substantially in the form of issuanceExhibit 8.02(i); (j) Parent shall have received from ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, a legal opinion, addressed to Parent and dated the Closing Date substantially in the form of Exhibit 8.02(j); and (fk) Parent shall have received from each of the executive officers and directors of the Company and each Significant Shareholder a release, in the form of Exhibit 8.02(k). SECTION 8.03. Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of the following additional conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct when made and shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date, except that those representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct as of the Closing Date as though made on and as of the Closing Date, and except that those representations and warranties which address matters only as of a particular date shall be true and correct as of such date, and the Company shall have received a certificate of Parent to such effect signed by a duly authorized officer thereof; (b) each of Parent and Merger Sub shall have purchased shares performed or complied, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate of Company Common Stock Parent to that effect signed by a duly authorized officer thereof; and (c) the documents and instruments contemplated to be delivered by Parent pursuant to the OfferSection 3.02 shall have been delivered.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Acquisition Sub to consummate the Merger transactions contemplated hereby are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders holders of a majority of the outstanding stock of the Company entitled to vote thereon at the Stockholders' Meeting, or at any adjournment or postponement thereof, in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDGCL; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement Form S-4 shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) all authorizations, consents, waivers, orders or approvals for the shares of IHK Common Stock Merger required to be issued obtained, and all other filings, notices or declarations required to be made, by Parent and the Company prior to the consummation of the Merger and the transactions contemplated hereunder, shall have been obtained from, and made with, all required Governmental Entities, except for such authorizations, consents, waivers, orders, approvals, filings, notices or declarations the failure to obtain or make which would not have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or after the Effective Time, a material adverse effect on the Surviving Corporation; and (f) the Parent Shares issuable to the Company's stockholders in the Merger and pursuant to Substitute holders of Company Options and Company Warrants outstanding immediately prior to the Effective Time shall have been authorized for listing on the Listing MarketNYSE, subject to upon official notice of issuance. Section 8.2 Conditions to the Obligations of Parent and Acquisition Sub. The obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Parent of the following further conditions: (a) each of the representations and warranties of the Company contained herein shall be true and correct in all material respects, in each case as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); provided that the representations and warranties set forth in Sections 4.3, 4.4 and 4.23 shall be true and correct in all respects; (b) the Company shall have performed or complied in all material respects with all agreements and covenants required hereby to be performed or complied with by it on or prior to the Effective Time; (c) Parent shall have received a written opinion of Skadden, Arps, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt of customary representation letters from each of Parent, Acquisition Sub and the Company, all of which are consistent with the state of facts existing as of the Effective Time, and such facts, representations and assumptions as are set forth in such opinion. Each of the customary representation letters of the Company, Acquisition Sub and Parent shall include the representations substantially identical to those agreed upon concurrently herewith by the Company, Parent and Acquisition Sub, as set forth in Exhibit B hereto, and shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect; and (fd) Merger Sub the Company shall have purchased shares furnished Parent with a certificate dated the Closing Date signed on behalf of the Company Common Stock pursuant by its President or any Vice President to the Offereffect that the conditions set forth in Section 8.2(a) and (b) have been satisfied.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Company and Merger Sub Parent to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the transactions contemplated hereby effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC; (b) the Company Proposal shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company in accordance with the DGCL Delaware Law and the Company's Certificate of Incorporation of the Company and the issuance of Company By-Laws; (c) the IHK Common Stock pursuant to the Merger Parent Proposal shall have been approved by the requisite affirmative vote of the shareholders stockholders of IHK Parent in accordance with Delaware Law, the applicable rules Certificate of Incorporation of Parent and regulations of the Listing MarketParent By-Laws; (bd) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, executive order or award (an "Order") or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action shall have become final and nonappealable or shall have failed to issue an Order or to take any other action necessary to fulfill the conditions to the Closing of the Merger and such denial of a request to issue such Order or take such other action shall have become final and nonappealable, which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (e) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) the Medical Manager Merger Sub and the transactions contemplated by the Medical Manager Merger Agreement shall have purchased shares of Company Common Stock pursuant been consummated. SECTION 7.02. Conditions to the OfferObligations of Parent. The obligations of Parent to consummate the Merger are subject to the satisfaction of the following additional conditions: (a) Each of the representations and warranties of the Company and ASC contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except where failure to be so true and correct would not have a Company Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where failure to be so true and correct would not have a Company Material Adverse Effect. Parent shall have received a certificate of the President or Chief Financial Officer of the Company to such effect; (b) The Company and ASC shall have performed or complied, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, and Parent shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to such effect; and (c) Parent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, L.L.P., legal counsel to Parent, in form and substance reasonably satisfactory to Parent, which shall be to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and that Parent, ASC and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn; provided, that if counsel to Parent does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to Parent if counsel to the Company renders such opinion to Parent, which opinion shall be in form and substance reasonably satisfactory to Parent. In rendering such opinion, legal counsel shall be entitled to rely upon, among other things, reasonable and customary assumptions as well as representations of Parent, the Company and others. In addition, in the event that legal counsel cannot deliver tax opinions based on the Medical Manager Merger being structured as a merger of Medical Manager Corporation with and into Parent or the Merger being structured as a merger of the Company with and into ASC, the parties shall use their best efforts to restructure either or both of such mergers in a manner upon which legal counsel is able to deliver tax opinions.

Conditions to the Merger. SECTION 7.01 4.1. Conditions to Each Party's Obligation to Effect the MergerObligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company, IHK except that the condition set forth in Section 4.1(a) may not be waived) of the following conditions: (a) a proposal to adopt this Agreement shall have been approved by the holders of (i) a majority of the shares of Common Stock issued and outstanding and entitled to vote thereon and (ii) a majority of the shares of Common Stock (other than shares held directly or indirectly by Centex or Merger Sub) present in person or by proxy at the Stockholders Meeting and voting on such proposal; (b) all actions by or in respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have been obtained, except those that would not reasonably be expected to have a material adverse effect on any party's ability to consummate the transactions contemplated by this Agreement; (c) the Distribution Agreement shall be in full force and effect; (d) prior to the Effective Time, the Board of Directors of Centex shall have declared the Distribution (subject to the prior consummation of the Reclassification (as defined in the Distribution Agreement)); and (e) all conditions to the obligations of CXP to pay the Cash Dividend shall have been satisfied or waived by CXP. SECTION 4.2. Conditions to the Obligations of Centex and Merger Sub. The obligations of Centex and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Centex, except that the condition set forth in Section 4.2(a) may not be waived) of the following conditions: (a) a proposal to adopt this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to approve the Merger shall have been approved by the affirmative vote holders of (i) a majority of the shareholders shares of IHK in accordance with the applicable rules Common Stock issued and regulations outstanding and entitled to vote thereon and (ii) a majority of the Listing Marketshares of Common Stock (other than shares held directly or indirectly by Centex or Merger Sub) present in person or by proxy at the Stockholders Meeting and voting on such proposal; (b) all actions by or in respect of or filings with any waiting period (and any extension thereof) applicable Governmental Entity required to permit the consummation of the Merger under the HSR Act shall have expired or been terminatedobtained, except those that would not reasonably be expected to have a material adverse effect on any party's ability to consummate the transactions contemplated by this Agreement; (c) no Governmental Entity (as defined the Distribution Agreement shall be in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect full force and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Mergereffect; (d) immediately prior to the Registration Statement Effective Time, all the conditions to declaration of the Distribution and the making of the Distribution set forth in the Distribution Agreement, other than the prior consummation of the Merger, shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect;satisfied; and (e) prior to the shares of IHK Common Stock to be issued in Effective Time, the Merger and pursuant to Substitute Options Company shall have been authorized for listing on declared and paid the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the OfferCash Dividend.

Conditions to the Merger. SECTION 7.01 7.1 Conditions to Each Party's Obligation to Effect the MergerObligations of Parent, Purchaser and the Company. The obligations of Parent, Purchaser and the Company, IHK and Merger Sub Company to consummate the Merger are subject to the satisfaction satisfaction, at or before the Effective Time, of each of the following conditions: : (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been duly approved the Merger, if required by the affirmative vote of the shareholders of IHK in accordance with the applicable rules Law; and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired not be precluded by any order or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or injunction of a court of competent jurisdiction located (each party agreeing to use its reasonable best efforts to have any such order reversed or having jurisdiction in the United States injunction lifted), and there shall not have been any action taken or any statute, rule or regulation enacted, issued, promulgated, enforced promulgated or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making deemed applicable to the Merger illegal or otherwise prohibiting by any Governmental Entity that makes consummation of the Merger; Merger illegal. SECTION 7.2 Conditions to the Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of the following additional conditions: (a) the Company shall have performed in all material respects the covenants and agreements set forth herein to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company in Article 4 shall be true and correct in all material respects on the date as of which made and on the Effective Date with the same force and effect as though made on and as of such date; (c) there shall not have occurred after the completion of the Offer any material adverse change in the business of the Company and its Subsidiaries taken as a whole, except for such changes that are caused by the Company's compliance with the terms of this Agreement and the Offer or that are contemplated hereby; (d) the Registration Statement no governmental or other action or proceeding shall have been declared effectivecommenced after completion of the Offer that (a) in the opinion of Parent's or Purchaser's counsel is more likely than not to be successful, and no stop (b) either (i) seeks an injunction, a restraining order suspending the effectiveness or any other Order seeking to prohibit, restrain, invalidate or set aside consummation of the Registration Statement shall be in effect; Merger or (ii) if successful, would have a Material Adverse Effect; and (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options Company shall have been authorized for listing on delivered to Parent and Purchaser a certificate, as of the Listing MarketEffective Time, subject to official notice executed by a senior executive officer of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant the Company, to the Offereffect that, to the best of such officer's knowledge, the conditions set forth in this Section 7.2 have been fulfilled.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditionsconditions by joint action of the parties hereto: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger DGCL; (c) no order, statute, rule, regulation, executive order, stay, decree, writ, judgment or injunction shall have been approved enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity which prohibits or prevents the consummation of the Merger which has not been vacated, dismissed or withdrawn prior to the Effective Time. Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketEffective Time; (bd) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ce) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedall consents, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect approvals and has the effect of restraining or making authorizations legally required to be obtained to consummate the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveobtained from all Governmental Entities, and no stop order suspending except where the effectiveness of the Registration Statement shall failure to obtain any such consent, approval or authorization could not reasonably be expected to result in effect;a Parent Material Adverse Effect or a Company Material Adverse Effect; and (ef) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNNM, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 Section 9.01 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. Party The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver) of the following conditions: (a) this Agreement and the transactions contemplated hereby Company Stockholder Approval shall have been approved and adopted by the affirmative vote of the stockholders of the Company obtained in accordance with Delaware Law; (b) no Applicable Law shall prohibit the DGCL and the Company's Certificate of Incorporation and the issuance consummation of the IHK Common Stock pursuant Merger; and (c) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been approved terminated and any consent or approval required under any Foreign Competition Laws shall have been obtained. Section 9.02 Conditions to the Obligations of Parent and Merger Subsidiary The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the affirmative vote Company pursuant hereto (without regard to materiality or Material Adverse Effect qualifiers contained therein) shall be true and correct at and as of the shareholders date of IHK this Agreement and the Effective Time as if made at and as of such time (other than representations and warranties made as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct individually or in accordance with the applicable rules aggregate has not had and regulations would not reasonably be expected to have a Material Adverse Effect on the Company; provided that the representations and warranties set forth in Sections 4.01, 4.02 and 4.05 shall be true and correct in all material respects at and as of the Listing Marketdate of this Agreement and the Effective Time as if made as of such date, and (iii) Parent shall have received a certificate signed by the chief executive officer or chief financial officer of the Company to the foregoing effect; (b) any waiting period No Action shall be pending by a Governmental Authority (and any extension thereofi) applicable seeking to the prevent consummation of the Merger under Merger, (ii) seeking to impose any limitation on the HSR Act shall have expired right of Parent to control the Company and its Subsidiaries, or been terminated;(iii) seeking to restrain or prohibit the Company’s or Parent’s ownership or operation (or that of their respective Subsidiaries or Affiliates) of any portion of the business or assets of the Company or its Subsidiaries or Affiliates, or to compel the Company or Parent or any of their respective Subsidiaries or Affiliates to dispose of or hold separate any portion of the business or assets of the Company or its Subsidiaries or Affiliates; and (c) no Governmental Entity there shall not have occurred and be continuing as of the Effective Time any event, occurrence, or change that has had, or would reasonably be expected to have, a Material Adverse Effect on the Company. Section 9.03 Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction (as defined in Section 9.12(g)or, to the extent permissible, waiver by the Company) or court of competent jurisdiction located or having jurisdiction in the United States following further conditions: (a) each of Parent and Merger Subsidiary shall have enacted, issued, promulgated, enforced performed in all material respects all of its obligations hereunder required to be performed by it at or entered any Law, rule, regulation, executive order or Order which is then in effect and has prior to the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the MergerEffective Time; (db) the Registration Statement representations and warranties of Parent contained in this Agreement and in any certificate or other writing delivered by the Parent pursuant hereto shall have been declared effective, be true and no stop order suspending the effectiveness correct in all material respects at and as of the Registration Statement shall be in effect; (e) date of this Agreement and the shares Effective Time as if made at and as of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuancesuch time; and (fc) Merger Sub the Company shall have purchased shares received a certificate signed by the chief executive officer or chief financial officer of Company Common Stock pursuant Parent to the Offereffect of clauses (a) and (b) above.

Conditions to the Merger. SECTION 7.01 8.1 Conditions to Each Party's Obligation the Obligations of Spinco, Heinz and Del Monte to Effect the Merger. The respective obligations of the CompanySpinco, IHK Heinz and Merger Sub Del Monte to consummate the Merger are shall be subject to the satisfaction fulfillment (or waiver by Heinz, Spinco and Del Monte) at or prior to the Effective Time of the following conditions: (a) this Agreement and the transactions contemplated hereby The Distribution shall have been approved and adopted by the affirmative vote of the stockholders of the Company consummated in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketSeparation Agreement; (b) The Share Issuance Approval shall have been obtained; (c) All consents, approvals and authorizations of any waiting period (and any extension thereof) applicable to Governmental Authority legally required for the consummation of the Merger transactions contemplated by this Agreement and the other Transaction Agreements shall have been obtained and be in full force and effect at the Effective Time, except those consents the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Monte (after giving effect to the Merger); (d) All consents or approvals of each Person whose consent or approval shall be required for the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements under any contract to which Del Monte or Heinz or their respective Subsidiaries shall be a party, or by which their respective properties and assets are bound shall have been obtained (in each case without the payment or imposition of any material costs or obligations) and be in full force and effect at the Effective Time, except (i) where the failure to so obtain such consents and approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Monte (after giving effect to the Merger) or (ii) to the extent that reasonably acceptable alternative arrangements relating to the failure to obtain any such consent or approval are otherwise provided for; (e) Any waiting period under the HSR Act shall have expired or been terminated; (ci) The Registration Statement shall have become effective in accordance with the Securities Act and the Exchange Act and shall not be the subject of any stop order or proceedings seeking a stop order and no Governmental Entity similar proceeding in respect of the Proxy Statement/Prospectus shall have been initiated or threatened by the SEC and not concluded or withdrawn; and (as defined ii) the shares of Del Monte Common Stock and such other shares required to be reserved for issuance in Section 9.12(g)connection with the Distribution and the Merger, respectively, shall have been Approved for Listing; (g) No temporary restraining Order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction located or having other Governmental Authority of competent jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order other legal restraint or Order which is then in effect and has the effect of restraining prohibition preventing or making illegal the Merger illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement and the other Transaction Agreements shall be in effect; provided, however, that the Parties hereto shall use their reasonable best efforts to have any such injunction, Order, restraint or prohibition vacated; and (h) The Surviving Corporation shall have entered into a senior credit facility or facilities (or replacement facilities therefor) on the terms and conditions set forth in the First Commitment Letter, or on terms and conditions which are not materially more burdensome to Del Monte and the Surviving Corporation than those set forth in the First Commitment Letter, except as contemplated thereby, in an amount equal to (i) $800 million (in addition to the amount of proceeds of such senior credit facility or facilities distributed to Heinz from Spinco pursuant to the Separation Agreement, which additional amount of proceeds shall only be a condition to the obligations of Heinz and Spinco to consummate the Merger, as set forth in Section 8.2(h)(i)) or (ii) such lesser amount as may be agreed between Del Monte and the lenders in respect of such facility or facilities. 8.2 Additional Conditions to the Obligations of Heinz and Spinco. The obligations of Heinz and Spinco to consummate the Merger shall be subject to the fulfillment (or waiver by Heinz or Spinco) at or prior to the Effective Time of the following additional conditions: (a) (i) (A) The representations and warranties of Del Monte contained in this Agreement qualified as to Material Adverse Effect shall be true and correct in all respects and (B) those not so qualified shall be true and correct in all material respects, in each case as of the Effective Time as if made as of the Effective Time (except to the extent such representations and warranties address matters as of a particular date), except in the case of clause (B) where the failure to be true and correct in all material respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Monte and (ii) Del Monte shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed at or prior to the Effective Time, except in the case of clauses (i) and (ii) to the extent specifically contemplated or permitted by this Agreement; (b) Del Monte shall have delivered to Heinz and Spinco a certificate, dated as of the Effective Time, of the Chief Executive Officer and Chief Financial Officer of Del Monte (on Del Monte's behalf and without any personal liability) certifying the satisfaction by Del Monte of the conditions set forth in subsection (a) of this Section 8.2; (c) Heinz and Spinco shall have received an opinion of Simpson Thacher & Bartlett, to the effect that (i) the Merger will con▇▇▇▇▇▇▇ ▇ "▇▇▇▇gan▇▇▇▇▇▇▇" for federal income tax purposes within the meaning of Section 368(a) of the Code and (ii) the Debt Security will constitute a security for federal income tax purposes. In rendering such opinion, Simpson Thacher & Bartlett may require and rely upon representations c▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇tif▇▇▇▇▇▇ ▇f officers of Spinco, Merger Sub, Del Monte and others; (d) the Registration Statement Del Monte shall have been declared effective, and no stop order suspending delivered the effectiveness Del Monte Professional Fee Statement pursuant to Section 9.3(d) of the Registration Statement shall be in effectthis Agreement; (e) Del Monte shall have entered into the shares of IHK Common Stock Tax Separation Agreement; (f) Heinz shall have received the Section 355 Ruling in form and substance reasonably satisfactory to be issued in the Merger and Heinz (taking into account any changes pursuant to Substitute Options Section 7.8(b)); (g) Del Monte shall have been authorized for listing on delivered to Heinz the Listing Market, subject to official notice of issuanceRequired Resignations; and (fi) Merger Sub Spinco shall have purchased shares received (and distributed to Heinz) the proceeds of Company Common Stock pursuant $800 million of financing on the terms and conditions set forth in the First Commitment Letter and (ii) Spinco shall have issued or caused to be issued either (A) the Offercapital markets debt financing, as contemplated in the Engagement Letter, or (B) the senior secured notes contemplated by the Second Commitment Letter, in either case in an amount equal to $300,000,000; provided, however, that the terms and conditions of all such financing shall not be materially more burdensome to Heinz, Spinco, Del Monte or the Surviving Corporation than those set forth in the First Commitment Letter or the Engagement Letter, as the case may be.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK CBS and Merger Sub Viacom to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (ai) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders a majority of the Company votes cast by all shareholders entitled to vote at the CBS Stockholders' Meeting in accordance with the DGCL Pennsylvania Law and the CompanyCBS's Certificate Articles of Incorporation and (ii) the issuance of the IHK Common Stock pursuant to the Merger Viacom Proposals shall have been approved by the affirmative vote of the shareholders holders of IHK in accordance with the applicable rules and regulations a majority of the Listing MarketViacom Class A Common Stock; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) Authority or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (ei) all authorizations, consents, waivers, orders or approvals for the Merger required to be obtained and all conditions precedent to such authorizations, consents, waivers, orders or approvals shall have been satisfied, and all filings, notices or declarations required to be made, by Viacom and CBS prior to the consummation of the Merger and the transactions contemplated hereunder, shall have been obtained from, and made with, the FCC and competition and antitrust Governmental Authorities in Canada and either the European Union or the United Kingdom, as applicable, and (ii) all other authorizations, consents, waivers, orders or approvals for the Merger required to be obtained, and all other filings, notices or declarations required to be made, by Viacom and CBS prior to the consummation of the Merger and the transactions contemplated hereunder, shall have been obtained from, and made with, all required Governmental Entities, except for such authorizations, consents, waivers, orders, approvals, filings, notices or declarations the failure to obtain or make which would not have a material adverse effect, at or after the Effective Time, on the business, results of operations or financial condition of CBS and its subsidiaries and Viacom and its subsidiaries, collectively taken as a whole; and (f) the shares of IHK Viacom Class B Common Stock issuable to be issued CBS's shareholders in the Merger and pursuant to Substitute holders of CBS Options outstanding immediately prior to the Effective Time shall have been authorized for listing on the Listing MarketNYSE, subject to official notice of issuance. SECTION 7.02. Conditions to the Obligations of Viacom. The obligations of Viacom to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of CBS contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be so true and correct would not have, individually or in the aggregate, a CBS Material Adverse Effect, and Viacom shall have received a certificate of an officer of CBS to such effect; (b) CBS shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, and Viacom shall have received a certificate of an officer of CBS to that effect; and (fc) Merger Sub Viacom shall have purchased shares received the opinion of Company Common Stock pursuant ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, in form and substance reasonably satisfactory to Viacom, to the Offereffect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of section 368(a) of the Code, and Viacom and CBS will each be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of CBS and Viacom.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger6.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of the Company, IHK Company and Merger Sub Parent to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or prior to the Effective Time of each of the following conditions: (ai) this This Agreement and the transactions contemplated hereby shall have been adopted, the Merger approved and adopted the Semi Sale, if any, approved by the affirmative vote of the stockholders of the Company in accordance with Company, and (ii) the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger Share Issuance shall have been approved by the affirmative vote stockholders of the shareholders of IHK Parent, each in accordance with the applicable rules and regulations of the Listing Marketlaw; (b) any Any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger periods under the HSR Act relating to the Merger shall have expired or been terminated; (c) No provision of any applicable law or regulation and no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedjudgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the MergerMerger or the other transactions contemplated by this Agreement; (d) The Form S-4 shall have become effective under the Registration Statement Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration and qualification of the Common Stock following the Closing shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effectcomplied with; (e) the shares of IHK Common Stock to be issued The Parent Shares issuable in accordance with the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNNM, subject to official notice of issuance; (f) The Semi Disposition shall have been consummated in accordance with the terms and provisions of Section 1.5(a) of this Agreement; and (fg) Merger Sub All disputes and disagreements arising under Section 1.5(a) of this Agreement and any arbitration of such disputes and disagreements shall have purchased shares of Company Common Stock pursuant been resolved or completed except to the Offerextent such disputes or disagreements relate to Semi Spin Taxes and are anticipated to be resolved after the Merger.

Conditions to the Merger. SECTION 7.01 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) any consents, waivers, clearances, approvals and authorizations of Regulatory Authorities or other Governmental Entities that are necessary to permit consummation of the Merger shall have been obtained and shall remain in full force and effect in each case without the imposition of any condition, restriction or term which could reasonably be expected to have a Material Adverse Effect; (b) no provision of any applicable law or regulation and no judgment, injunction, order, decree or other legal restraint shall prohibit or make illegal the consummation of the Merger; (c) the Board of Directors of the Company shall have duly authorized and approved the execution and delivery of this Agreement by the Company and the transactions contemplated hereby prior to the execution by the Company of this Agreement. (d) tax opinions addressed to each of Parent and the Company by KPMG Peat Marwick, independent certified public accountants for both Fidelity and Parent in form and substance mutually acceptable to Parent and the Company shall have been obtained with respect to the Merger, based on customary reliance and subject to customary qualifications, to the effect that, for federal income tax purposes, the Merger will qualify as a tax-free "reorganization" under Section 368(a) of the Code. 8.2 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are further subject to the satisfaction of the following conditions: (a) there shall not be effected, instituted, pending or proposed any action by any Governmental Entity (by legislation, rulemaking, change of applicable law or otherwise) (i) an effect of which is to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation by Parent or Merger Subsidiary of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise directly or indirectly relating to the transactions contemplated by this Agreement or the Merger, (ii) an effect of which is to impose limitations on the ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's stockholders or (iii) that otherwise, in the reasonable judgment of Parent, is likely to have a Material Adverse Effect or a Parent Material Adverse Effect; (b) the Company and Fidelity shall have performed in all material respects their covenants and agreements under this Agreement, and the representations and warranties of the Company and Fidelity set forth in this Agreement shall be true in all material respects when made and at and as of the Effective Time as if made at and as of such time; and Parent and Merger Subsidiary shall have received certificates of the Chief Executive Officer or a Vice President of the Company and Fidelity to that effect; (c) no change shall have occurred or been threatened (and no development shall have occurred or been threatened involving a prospective change) that, in the reasonable judgment of Parent, has or is likely to have a Material Adverse Effect; (d) Parent shall have been furnished with copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote were taken, together with a certificate dated as of the stockholders Effective Time executed on behalf of the Company by its corporate secretary certifying to Parent that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (e) Parent's Board of Directors shall have received an opinion from Cruttenden Roth ▇▇▇orporated, its financial advisor, in accordance connection with the DGCL and Merger that the Merger Consideration is fair to Parent from a financial point of view; (f) Parent shall have received an opinion of Stra▇▇▇▇▇ ▇▇▇c▇ ▇▇▇l▇▇▇ & ▇aut▇, ▇▇unsel to the Company, dated as of the Effective Time, as to the matters set forth on Exhibit A hereto. 8.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the further satisfaction of the following conditions: (a) there shall not be effected, instituted, pending or proposed any action by any Governmental Entity (by legislation, rulemaking, change of applicable law or otherwise) (i) an effect of which is to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation by the Company of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise directly or indirectly relating to the transactions contemplated by this Agreement or the Merger, (ii) an effect of which is to impose limitations on the ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's Certificate of Incorporation and stockholders or (iii) that otherwise, in the issuance reasonable judgment of the IHK Common Stock pursuant Company, is likely to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketa Material Adverse Effect or a Parent Material Adverse Effect; (b) any waiting period (Parent and any extension thereof) applicable to Merger Subsidiary shall have performed in all material respects their covenants and agreements under this Agreement, and the consummation representations and warranties of Parent and Merger Subsidiary set forth in this Agreement shall be true in all material respects when made and at and as of the Merger under Effective Time as if made at and as of such time; and the HSR Act Company shall have expired received certificates of the Chief Executive Officer or been terminateda Vice President of Parent and Merger Subsidiary to that effect; (c) no Governmental Entity change shall have occurred or been threatened (as defined and no development shall have occurred or been threatened involving a prospective change), other than changes resulting from changes in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction interest rates, that, in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation reasonable judgment of the MergerCompany, has or is likely to have a Parent Material Adverse Effect; (d) the Registration Statement Fidelity's Board of Directors shall have been declared effectivereceived an opinion from its financial advisor Wedbush Morg▇▇ ▇▇▇urities that the Merger Consideration is fair to Fidelity from a financial point of view (the fairness opinion referenced in this Section 8.3(d), and no stop order suspending together with the effectiveness of the Registration Statement fairness opinion referenced in Section 8.2(e), shall be in effectknown, collectively, as the "Fairness Opinions"); (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options The Company shall have been authorized for listing received an opinion of Jame▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇ofessional Law Corporation, counsel to Parent and Merger Subsidiary, dated as of the Effective Time, as to the matters set forth on the Listing Market, subject to official notice of issuance; andExhibit C hereto; (f) Merger Sub Parent shall have purchased shares increased the size of Company Common Stock pursuant the Board of Directors of Parent, effective as of the Closing, from five members to eight members, all of which members shall have been duly appointed in accordance with the OfferDelaware General Corporation Law, and such members shall include the following individuals: Will▇▇▇ ▇. ▇▇▇▇▇, ▇▇, ▇▇rl ▇. ▇▇▇▇▇▇, ▇▇ch▇▇▇ ▇. ▇▇▇kup, Geor▇▇ ▇. ▇▇▇▇▇▇, ▇▇om▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ Patr▇▇▇ ▇. ▇▇▇▇▇, ▇▇th two vacancies to be filled by subsequent appointment by the Corporation's Board of Directors.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of stockholders of Company in accordance with the NYBCL and by the requisite vote of the stockholders of the Company Parent in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance rules of the IHK Common Stock pursuant to the Merger NNM; (c) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been approved enacted, entered, promulgated or enforced by any court or Governmental Entity which prohibits or prevents the consummation of the Merger which has not been vacated, dismissed or withdrawn prior to the Effective Time. Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketEffective Time; (bd) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ce) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in all consents, approvals and authorizations legally required to be obtained to consummate the United States Merger shall have enactedbeen obtained from all Governmental Entities, issuedexcept where the failure to obtain any such consent, promulgated, enforced approval or entered any Law, rule, regulation, executive order authorization could not reasonably be expected to result in a Parent Material Adverse Effect or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Mergera Company Material Adverse Effect; (df) the Registration Statement The board of directors of Company shall not have been declared effectiverevoked, and no stop order suspending the effectiveness amended or modified, in any adverse respect, its approval of the Registration Statement shall be Merger or its recommendation to Company's stockholders described in effectSection 7.01(b)(i) ; (eg) the The shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNNM, subject to official notice of issuance; (h) The board of directors of Parent shall not have revoked, amended or modified, in any adverse respect, its approval of the Merger or the Share Issuance or its recommendation to Parent's stockholders described in Section 7.01(b) hereof; and (fi) Merger Sub Each of Parent and Company shall have purchased shares been advised in writing by Ernst & Young LLP as of the date upon which the Effective Time is to occur, in a form and in substance reasonably acceptable to Parent, that the Merger can properly be accounted for as a "pooling of interests" business combination in accordance with U.S. GAAP and the accounting standards of the SEC. SECTION 8.02 Conditions to the Obligations of Company. The obligations of Company Common Stock pursuant to consummate the Merger, or to permit the consummation of the Merger are subject to the Offersatisfaction or, if permitted by applicable Law, waiver of the following further conditions: each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all material respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (a) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; (b) Company shall use its reasonable best efforts to obtain an opinion from its tax counsel substantially to the effect that, if the Merger is consummated in accordance with the provisions of this Agreement, under current law, for federal income tax purposes, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion Company shall use its reasonable best efforts to obtain; and (c) There shall have been no Parent Material Adverse Effect since the date of this Agreement. SECTION 8.03 Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of Company contained in this Agreement shall be true, complete and correct in all material respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to such effect; (b) Company shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to that effect; and (c) There shall have been no Company Material Adverse Effect since the date of this Agreement.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations consummation of the Company, IHK and Merger Sub to consummate the Merger are shall be subject to the satisfaction following conditions precedent, each of which shall have been satisfied, or waived by the following conditionsapplicable party indicated in the relevant subsection (it being understood that conditions that may be waived by only one party are conditions solely to such party’s obligations), prior to the Closing Date: (a) this Agreement and the transactions contemplated hereby Required Approvals shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketobtained; (b) no preliminary, temporary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a Governmental Authority, nor any waiting period (statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority after the date hereof, shall be in effect that would make the Merger, the Offer and any extension thereof) applicable to the transactions contemplated by this Agreement illegal or otherwise prevent the consummation of thereof, unless waived by the Merger under the HSR Act shall have expired or been terminatedCompany and ABI; (c) no Governmental Entity (as defined the representation and warranty of the Company and Diblo set forth in Section 9.12(g)3.03 (Capitalization) shall be true and correct as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) in all material respects, and each other representation and warranty of the Company and Diblo contained in this Agreement that is qualified by a “Company Material Adverse Effect” shall be true and correct, and each of the representations and warranties of the Company and Diblo contained in this Agreement that are not so qualified shall be true and correct except for such failures to be true and correct as have not had and would not reasonably be expected to have, individually or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedaggregate, issueda Company Material Adverse Effect, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation each case as of the Mergerdate of this Agreement, and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), unless waived by ABI; (d) each of the Registration Statement representations and warranties of ABI, ABI Holdings and ABI Sub contained in this Agreement that is qualified by an “ABI Material Adverse Effect” shall have been declared effectivebe true and correct, and no stop order suspending the effectiveness each of the Registration Statement representations and warranties of ABI, ABI Holdings and ABI Sub contained in this Agreement that are not so qualified shall be true and correct except for such failures to be true and correct as have not had and would not reasonably be expected to have, individually or in effectthe aggregate, an ABI Material Adverse Effect, in each case as of the date of this Agreement and as of Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), unless waived by the Company; (e) the shares Covenant Agreements, the Continuing Covenants Letter Agreement and the Charter Documents of IHK Common Stock the Company shall remain in full force and effect, and no material breach by a party other than ABI, ABI Holdings or ABI Sub of the Covenant Agreements or the Continuing Covenants Letter Agreement that would reasonably be expected to prevent, materially interfere with or materially restrict the transactions contemplated hereby, or the benefits therefrom, or any breach of the Charter Documents, shall have occurred, unless waived by ABI; (f) each of the Company and Diblo shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be issued performed or complied with by it on or prior to the Closing Date, unless waived by ABI; (g) each of ABI, ABI Holdings and ABI Sub shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, unless waived by the Company; (h) no material breach by ABI, ABI Holdings or ABI Sub of the Covenant Agreements or the Continuing Covenants Letter Agreement that would reasonably be expected to prevent, materially interfere with or materially restrict the transactions contemplated hereby, or the benefits thereof, shall have occurred, unless waived by the Company; (i) the Company and Diblo shall have delivered to ABI a certificate, dated the Closing Date and signed by the Company’s chief executive officer or another senior officer on behalf of the Company, certifying to the effect that the conditions set forth in Section 8.01(c) and Section 8.01(f) have been satisfied, unless waived by ABI; (j) ABI shall have delivered to the Company a certificate, dated the Closing Date and signed by its chief executive officer or another senior officer on behalf of ABI, ABI Holdings and ABI Sub, certifying to the effect that the conditions set forth in Section 8.01(d) and Section 8.01(g) have been satisfied, unless waived by the Company; (k) the EXT Agreement shall remain in full force and effect, unless waived by ABI; (l) since the date of this Agreement, there shall not have been any change, effect or circumstance that, as demonstrated by the party asserting the failure of this condition by clear and convincing evidence, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, unless waived by ABI; (m) the Merger and pursuant to Substitute Options Resolutions shall have been authorized for listing on duly adopted by the Listing Marketrequisite vote of the shareholders of the Company and Diblo (other than ABI and its Affiliates) at a general extraordinary shareholders’ meeting of each of the Company and Diblo, subject to official notice in accordance with applicable Law and the bylaws of issuancethe Company and Diblo, respectively, unless waived by ABI; and (fn) the Merger Sub Resolutions shall have purchased shares been duly adopted by the requisite vote of the shareholders of the Company Common Stock pursuant to and Diblo (other than holders of the OfferCompany Series A Shares or the Company) at a general extraordinary shareholders’ meeting of each of the Company and Diblo, in accordance with applicable Law and the bylaws of the Company and Diblo, respectively, unless waived by the Company.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to Each Party's Obligation to Effect the Merger. The If the Offer is consummated, the respective obligations of the Company, IHK and Merger Sub each party to this Agreement to consummate the Merger are shall be subject to the satisfaction of the following conditions, which have not been waived at or prior to the Closing: (a) this The Purchaser shall have accepted for payment Shares tendered pursuant to the Offer; (b) This Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote or consent, if any is required, of the shareholders of IHK in accordance with the applicable rules Company required by the Company's Restated Certificate and regulations of the Listing MarketBCL; (bc) any Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;; and (cd) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedNo order, issued, promulgated, enforced or entered any Lawstatute, rule, regulation, executive order execution order, stay, decree, judgment, or Order injunction shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which is then in effect and has prohibits or restricts the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger;. 7.02. Conditions to the Obligations of the Parent and the Purchaser to Effect the Merger. The obligation of the Purchaser and the Parent to effect the Merger shall be further subject to satisfaction of the conditions, unless waived by the Parent, that (di) the Registration Statement Company shall have been declared effective, performed and no stop order suspending complied in all material respects with the effectiveness of the Registration Statement shall be agreements and obligations contained in effect; (e) the shares of IHK Common Stock this Agreement required to be issued in performed and complied with by it at or prior to the Merger and pursuant to Substitute Effective Time, (ii) all outstanding Options shall have been authorized for listing on surrendered to the Listing MarketCompany as provided in Section 3.05(a) of this Agreement and cancelled by the Company, and (iii) the Parent shall have received a comfort letter, in form and substance reasonably requested by the Parent, from Price Waterhouse LLP regarding the updating of the Company's most recent financial statements. 7.03. Conditions to the Obligations of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject to official notice the Parent and the Purchaser having performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by each of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant them at or prior to the OfferEffective Time.

Conditions to the Merger. SECTION 7.01 6.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) this Agreement and The Registration Statement shall have become effective under the transactions contemplated hereby Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been approved and adopted issued by the affirmative vote of the stockholders of the Company in accordance with the DGCL SEC and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger no proceeding for that purpose shall have been approved initiated by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketSEC; (b) The Company Shareholder Approval and the Parent Shareholder Approval shall have been obtained; (c) No statute, rule, regulation, executive order, decree, preliminary or permanent injunction or restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits the consummation of the transactions contemplated hereby. No action or proceeding by any Governmental Entity shall have been commenced (and be pending), or, to the Knowledge of the parties hereto, threatened, against the Company or Parent or any of their respective affiliates, associates, officers or directors seeking to prevent or delay the transactions contemplated hereby or challenging any of the terms of provisions of this Agreement or seeking material damages in connection therewith; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. All other consents and approvals (including any other consent or approval required pursuant to or in connection with the Antitrust Laws) of Governmental Entities necessary for consummation of the transactions contemplated hereby shall have been obtained, other than those which, if not obtained, would not in the aggregate have a Material Adverse Effect; and (e) The shares of Parent Common Stock to be issued pursuant to this Agreement and pursuant to the Company Stock Plans shall have been authorized for trading in the NASDAQ National Market. SECTION 6.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver by Parent on or prior to the Closing Date of the following further conditions: (a) The representations and warranties of the Company contained herein shall be true and correct in all respects as of the Effective Time with the same effect as though made as of the Effective Time (except (i) for changes specifically permitted by the terms of this Agreement and (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date) and there shall not be any Material Adverse Change with respect to the Company which is not primarily the result of facts, circumstances or events affecting the photomask industry generally; (b) The Company shall have performed all obligations and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to the Effective Time in all material respects; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States The Company shall have enacteddelivered to Parent a certificate, issueddated the Effective Time and signed by its Chief Executive Officer, promulgatedChief Financial Officer or a Senior Vice President, enforced or entered any Law, rule, regulation, executive order or Order which is then certifying to the effects set forth in effect subsections (a) and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger(b) above; (d) the Registration Statement Parent shall have been declared effectivereceived, and no stop order suspending the effectiveness dated as of the Registration Statement shall be in effectClosing Date, the Company Pooling Opinion from PricewaterhouseCoopers LLP and the Company Pooling Opinion from Deloitte & Touche LLP; (e) Effective demands for payment of dissenters' rights by shareholders of the Company shall not equal or exceed five percent of the outstanding shares of IHK the Company Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuanceStock; and (f) Parent shall have received a written opinion of its tax counsel, Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇, reasonably acceptable to Parent and dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Closing Date, the Merger will qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. SECTION 6.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver by the Company on or prior to the Closing Date of the following further conditions: (a) The representations and warranties of Parent and Merger Sub contained herein shall be true and correct in all respects as of the Effective Time with the same effect as though made as of the Effective Time except (i) for changes specifically permitted by the terms of this Agreement and (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date; (b) Parent shall have purchased shares performed all obligations and complied with all agreements and covenants required by this Agreement to be performed or complied with by it prior to the Effective Time in all material respects; (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its President, any member of the office of Chief Executive Officer, Chief Financial Officer or an Executive Vice President, certifying to the effects set forth in subsections (a) and (b) above; and (d) The Company shall have received a written opinion of its tax counsel, O'Melveny & Myer▇ ▇▇▇, reasonably acceptable to the Company and dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinions which are consistent with the state of facts existing at the Closing Date, the Merger will qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that the exchange in the Merger of the Parent Common Stock for Company Common Stock pursuant will not give rise to gain or loss to the Offershareholders of the Company with respect to such exchange (except to the extent of any cash paid in lieu of fractional shares or Dissenting Shares).

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) if required by Delaware law, this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders shareholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketsuch law; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminatedexpired; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement Parent or Merger Subsidiary shall have been declared effective, and no stop order suspending purchased Shares in an amount equal to at least the effectiveness of Minimum Condition pursuant to the Registration Statement shall be in effect;Offer; and (e) other than the shares filing of IHK Common Stock the certificate of merger in accordance with Delaware Law, all Consents required to be issued in permit the consummation of the Merger including those set forth in Sections 4.1(d) and pursuant to Substitute Options 4.2(b) and those of any insurance regulatory agency or body shall have been authorized for listing on filed, occurred or been obtained (other than any such Consents the Listing Marketfailure to file, subject occur or obtain, in the aggregate, could not reasonably be expected to official notice (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of issuance; andthe Merger). (f) Merger Sub each Governmental Entity having jurisdiction over the Company or any of its subsidiaries, their business, licenses or permits, shall have, where applicable, approved the transactions contemplated by this Agreement and any "change of control" incidental thereto. (g) each of the Officers and employees whose names are set forth on Annex II shall have purchased shares executed an agreement to remain in the employment of the Surviving Corporation for a period of 120 days after the Effective Time and as of the Effective Time, none of such persons listed on Annex II-A, and no more than two of those persons set forth on Annex II-B shall have voluntarily terminated or terminated for Good Reason, as defined in the respective Severance Agreements entered into by each of such persons. (h) The Company Common Stock pursuant to the Offershall have performed its obligations under Section 5.8 hereof.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC; (b) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company in accordance with the DGCL MBCL and the Company's Certificate Restated Articles of Incorporation Organization and the issuance of Company's Amended and Restated By-Laws; (c) the IHK Common Stock pursuant to the Merger Parent Proposals shall have been approved by the requisite affirmative vote of the shareholders stockholders of IHK Parent in accordance with the applicable rules and regulations of the Listing MarketNYSE, the DGCL, the Parent Charter and the Parent By-Laws; (bd) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, executive order or award (an "Order") which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (e) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (cf) no all consents, waivers, approvals and authorizations required to be obtained, and all filings or notices required to be made, with any Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in prior to the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the MergerMerger under antitrust or competition Laws of any foreign jurisdiction shall have been obtained from and made with the applicable Governmental Entities and all applicable waiting periods (and any extension thereof) under such Laws shall have expired, other than any such consents, waivers, authorizations or expirations the failure of which to make or occur would not be reasonably likely to have a material adverse effect on Parent and its subsidiaries, taken as a whole, after the Effective Time or be reasonably likely to subject the parties or any of their respective officers or directors to substantial penalties or criminal liability; (dg) not more than 7.5% of the outstanding shares of Company Common Stock shall be Dissenting Shares; (h) Parent and the Company shall have each received from PricewaterhouseCoopers LLP (Florham Park, NJ office), independent auditors of Parent, and PricewaterhouseCoopers LLP (Boston, MA office), independent auditors of the Company, an opinion addressed to each of Parent and the Company and dated the date the Registration Statement shall have been declared effective, become effective and no stop order suspending the effectiveness confirmed in writing as of the Registration Statement shall be in effect; (e) Effective Time to the shares of IHK Common Stock to be issued in effect that the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice will be treated as a "pooling of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.interests" under applicable accounting standards;

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. Merger The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative requisite vote of the shareholders stockholders of IHK Parent in accordance with the applicable rules and regulations of the Listing MarketNNM; (bc) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ce) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedall consents, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect approvals and has the effect of restraining or making authorizations legally required to be obtained to consummate the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveobtained from all Governmental Entities, and no stop order suspending except where the effectiveness of the Registration Statement shall failure to obtain any such consent, approval or authorization could not reasonably be expected to result in effect;a Parent Material Adverse Effect or a Company Material Adverse Effect; and (ef) the The shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNNM, subject to official notice of issuance. SECTION 8.02 Conditions to the Obligations of Company The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be so true, complete and correct as of such certain date), except for any failures to be true, complete and correct which do not, in the aggregate, have a Parent Material Adverse Effect, and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; and (c) ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., special counsel to Company, or such other law firm or professional services firm reasonably acceptable to Parent (including any "Big 5" accounting firm) shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; provided, however, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, counsel to Parent. SECTION 8.03 Conditions to the Obligations of Parent The obligations of Parent to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of Company contained in this Agreement shall be true, complete and correct in all respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be so true, complete and correct as of such certain date), except for any failures to be true, complete and correct which do not, in the aggregate, have a Company Material Adverse Effect, and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to such effect; (b) Company shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to that effect; (c) ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, special counsel to Parent, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Parent, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; (d) Parent shall have been advised in writing by PricewaterhouseCoopers LLP - New York, NY as of the date upon which the Effective Time is to occur, in a form and in substance reasonably acceptable to Parent, that the Merger can properly be accounted for as a "pooling of interests" business combination in accordance with U.S. GAAP and the accounting standards of the SEC; Company shall have been advised in writing by PricewaterhouseCoopers LLP - Broomfield, CO as of the date upon which the Effective Time is to occur that such firm concurs with the management of the Company that no conditions exist that would preclude Company from being a party to a merger for which the pooling of interests method of accounting would be available; (e) There shall have been no Company Material Adverse Effect since the date of this Agreement; (f) Merger Sub shall have purchased shares All consents of Company Common Stock third parties required pursuant to the Offer.terms of any Material Contract as a result of the Merger shall have been obtained; and (g) the employees of Company set forth on Schedule 8.03(g) shall have accepted employment with Parent and shall have entered into employment and non-competition agreements substantially in the form attached hereto as Annex E.

Conditions to the Merger. SECTION 7.01 Section 6.1 . Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions: (a) this Agreement and the transactions contemplated hereby The Company Shareholder Approval shall have been approved obtained, all in accordance with applicable Law and adopted the rules and regulations of The Nasdaq Stock Market. (b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other tribunal or Governmental Entity which prohibits the affirmative vote consummation of the stockholders of the Company Merger, and shall continue to be in effect. (c) The Registration Statement shall have become effective in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance provisions of the IHK Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect. (d) The shares of Parent Common Stock pursuant to issuable in the Merger shall have been approved by for listing on the affirmative vote NYSE, subject only to official notice of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;issuance. (be) any Any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (earlier terminated and any other Company Approvals and Parent Approvals required to be obtained for the consummation, as defined in Section 9.12(g)) of the Effective Time, of the transactions contemplated by this Agreement, other than any Company Approvals and Parent Approvals the failure to obtain which would not reasonably be expected to have, individually or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedaggregate, issued, promulgated, enforced a Material Adverse Effect on the Company or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; Parent (d"Required Approval") the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; andobtained. (f) (i) Unless waived by the Company and Parent, all FCC Consents other than any FCC Consents the failure to obtain which would not reasonably be expected to have a Material Adverse Effect on the Company or Parent shall have been granted without the imposition of any condition that Parent or the Company would not be required to agree to pursuant to Section 5.9, and (ii) all such FCC Consents shall be in full force and effect. (g) Each of the Company and Parent shall have received a Tax Opinion of its respective Tax Counsel, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code and each of Parent and the Company will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such Tax Opinion, Tax Counsel may require and rely upon customary representations and covenants, including those contained in certificates of the Company, Parent, Merger Sub shall have purchased shares of Company Common Stock pursuant and others, reasonably satisfactory in form and substance to the Offersuch Tax Counsel.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Company and Merger Sub Parent to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the transactions contemplated hereby effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC; (b) the Company Proposal shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company in accordance with Delaware Law, the DGCL and the Company's Certificate of Incorporation of the Company and the issuance of Company By-Laws; (c) the IHK Common Stock pursuant to the Merger Parent Proposal shall have been approved by the requisite affirmative vote of the shareholders stockholders of IHK Parent in accordance with Delaware Law, the applicable rules Certificate of Incorporation of Parent and regulations of the Listing MarketParent By-Laws; (bd) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, executive order or award (an "Order") or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action shall have become final and nonappealable or shall have failed to issue an Order or to take any other action necessary to fulfill the conditions to the Closing of the Merger and such denial of a request to issue such Order or take such other action shall have become final and nonappealable, which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (e) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) all conditions to the closing of the CareInsite Merger Sub (except for the condition that the closing of the Merger shall have purchased shares of Company Common Stock pursuant occurred) shall have been satisfied or, if permissible, waived as provided in the CareInsite Merger Agreement. SECTION 7.02. Conditions to the OfferObligations of Parent. The obligations of Parent to consummate the Merger are subject to the satisfaction of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except where failure to be so true and correct would not have a Company Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date or period of time shall remain true and correct as of such date or period of time, except where failure to be so true and correct would not have a Company Material Adverse Effect. Parent shall have received a certificate of the President or Chief Financial Officer of the Company to such effect; (b) The Company shall have performed or complied, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to such effect; and (c) Parent shall have received a written opinion of Nelson Mullins Ri▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇.▇., ▇▇▇al ▇▇▇▇▇▇▇ ▇▇ Parent, in form and substance reasonably satisfactory to Parent, which shall be to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and that Parent and the Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code, and such opinion shall not have been withdrawn; provided that, if counsel to Parent does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to Parent if counsel to the Company renders such opinion to Parent, which opinion shall be in form and substance reasonably satisfactory to Parent. In rendering such opinion, legal counsel shall be entitled to rely upon, among other things, reasonable and customary assumptions as well as representations of Parent, the Company and others. In addition, in the event that legal counsel cannot deliver tax opinions based on the Merger being structured as a merger of the Company with and into Parent or the CareInsite Merger being structured as a merger of CareInsite with and into ASC, the parties shall use their best efforts to restructure either or both of such mergers in a manner upon which legal counsel is able to deliver such tax opinions.

Conditions to the Merger. SECTION 7.01 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with Delaware Law; (b) the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger Issuance shall have been approved by the affirmative vote stockholders of the shareholders of IHK Parent in accordance with the applicable rules and regulations of the Listing MarketNYSE; (bc) any applicable waiting period (and including any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (cd) the approval by the European Commission of the transactions contemplated by this Agreement shall have been obtained pursuant to the EC Merger Regulation; (e) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (df) the Registration Statement Form S-4 shall have been declared effective, effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (eg) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNYSE, subject to official notice of issuance; (h) the letters of PricewaterhouseCoopers LLP and Deloitte & Touche LLP contemplated by paragraphs (b) and (d) of Section 7.11 shall have been delivered as contemplated thereby; and (fi) (i) all required approvals or consents of any governmental authority (whether domestic, foreign or supranational) in connection with the Merger Sub and the consummation of the other transactions contemplated hereby shall have purchased shares of Company Common Stock pursuant been obtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired) unless the failure to receive any such approval or consent would not, and would not be reasonably expected to, have a Material Adverse Effect on Parent at or after the OfferEffective Time and (ii) all such approvals and consents which have been obtained shall be on terms that would not, and would not reasonably be expected to, have a Material Adverse Effect on Parent at or after the Effective Time.

Conditions to the Merger. SECTION 7.01 6.1 Conditions to Each Party's Obligation to To Effect the Merger. The respective obligations of Parent, Purchaser and the Company, IHK and Merger Sub Company to consummate effect the Merger are shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) this This Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative vote of the stockholders holders of a majority of the outstanding shares of Company in accordance with the DGCL Common Stock and the Company's Certificate of Incorporation and the Company Preferred Stock entitled to vote thereon. (b) The issuance of the IHK shares of Parent Common Stock pursuant to be issued in the Merger, this Agreement, the Merger and the Certificate of Amendment shall have been adopted and approved by the affirmative vote of the shareholders holders of IHK in accordance with the applicable rules and regulations a majority of the Listing Market; (b) any waiting period (and any extension thereof) applicable outstanding shares of Parent Common Stock entitled to the consummation of the Merger under the HSR Act shall have expired or been terminated;vote thereon. (c) no Governmental Entity (as defined The shares of Parent Common Stock issuable to the Company's stockholders pursuant to this Agreement and such other shares required to be reserved for issuance in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making connection with the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to NYSE upon official notice of issuance; and. (d) Other than any Requisite Regulatory Approvals which the failure to obtain or file would not have a Material Adverse Effect, or the filing of the Certificate of Merger, all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any Governmental Entity including without limitation the waiting period under the HSR Act (all the foregoing, "Consents") which are necessary for the consummation of the Merger and the other Transactions shall have been filed, occurred or been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals") and all such Requisite Regulatory Approvals shall be in full force and effect. (e) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (f) No Injunction preventing the consummation of the Merger Sub shall be in effect, nor shall any proceeding by any Governmental Entity seeking the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (g) Parent and the Company shall have purchased shares received the letters from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ and Deloitte & Touche LLP contemplated by Sections 5.10 and 5.11. SECTION 6.2 Conditions to Obligations of Company Common Stock pursuant Parent and Purchaser. The obligations of Parent and Purchaser to effect the Merger are subject to the Offersatisfaction or waiver of the following conditions: (a) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects as of the date of this Agreement (except to the extent such representations and warranties which are expressly stated to be made as of an earlier date, which shall be true and correct in all respects as of such date) it being understood that for purposes of determining the accuracy of such representations or warranties each of the following shall be disregarded: (i) any "Material Adverse Effect" qualification or any other materiality qualifications contained in such representations and warranties, (ii) any inaccuracy that does not, together with all other inaccuracies, have a Material Adverse Effect on the Company, (iii) any inaccuracy that results from or relates to general business or economic conditions, (iv) any inaccuracy that results from or relates to conditions generally affecting the industry in which the Company competes, (v) any inaccuracy that results from or relates to the announcement or pendency of the Merger or any of the other transactions contemplated hereby, and (vi) any inaccuracy that results from or relates to the taking of any action contemplated by this Agreement; and Parent shall have received a certificate signed on behalf of the Company by the Chairman and Chief Executive Officer or the Vice Chairman and by the Executive Vice President and Chief Financial Officer of the Company to such effect. (b) The Company shall have performed all obligations required to be performed by it under this Agreement at or prior to the Closing Date, except where the failure to perform such obligations would not have a Material Adverse Effect on the Company or Parent and Parent shall have received a certificate signed on behalf of the Company by the Chairman and Chief Executive Officer or the Vice Chairman and by the Executive Vice President and Chief Financial Officer of the Company to such effect. (c) The Company shall have obtained all the Company Required Consents. (d) Parent shall have received from Cool▇▇ ▇▇▇ward LLP, Company's counsel, a legal opinion, addressed to Parent and dated the Closing Date, opining as to the matters set forth in Exhibit J attached hereto, with customary exceptions and qualifications thereto and Parent shall have received from its counsel an opinion that the Merger will constitute a tax free reorganization within the meaning of Section 368 of the Code in the form attached hereto as Exhibit P. (e) Each of the persons set forth on Exhibit M shall have received employment agreements containing at a minimum the terms set forth opposite such person's name on Exhibit M, as the case maybe, duly executed by those persons set forth on Exhibit M, and such employment agreements shall become effective as of the Closing Date and be in full force and effect as of the date thereof.

Conditions to the Merger. SECTION 7.01 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the Registration Statement shall have become effective under the Securities Act and no stop order suspending the transactions contemplated hereby effectiveness thereof shall have been approved issued and adopted by the affirmative vote of the stockholders of the Company remain in accordance with the DGCL effect and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger no proceedings for that purpose shall have been approved initiated or threatened by the affirmative vote of the shareholders of IHK in accordance with the applicable rules SEC and regulations of the Listing Marketnot withdrawn; (b) any waiting period (consents, waivers, clearances, approvals and any extension thereof) applicable authorizations of Regulatory Authorities or other Governmental Entities that are necessary to the permit consummation of the Merger under the HSR Act shall have expired been obtained and shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have been terminated or been terminatedhave expired, in each case without the imposition of any condition, restriction or term which could reasonably be expected to have a Material Adverse Effect; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located regulation and no judgment, injunction, order, decree or having jurisdiction in other legal restraint shall prohibit or make illegal the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) tax opinions addressed to each of Parent and the Registration Statement Company by their respective counsel or independent certified public accountants in form and substance mutually acceptable to Parent and the Company shall have been declared effectiveobtained with respect to the Merger, based on customary reliance and no stop order suspending subject to customary qualifications, to the effectiveness effect that, for federal income tax purposes, the Merger will qualify as a tax-free "reorganization" under Section 368(a) of the Registration Statement shall be in effectCode; (e) the shares of IHK Parent Common Stock to be issued to holders of Shares in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNYSE, subject to official notice of issuance; and 8.2 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are further subject to the satisfaction of the following conditions: (a) there shall not be effected, instituted, pending or proposed any action by any Governmental Entity (by legislation, rulemaking, change of applicable law or otherwise) (i) an effect of which is to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation by Parent or Merger Subsidiary of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise directly or indirectly relating to the transactions contemplated by this Agreement or the Merger, (ii) an effect of which is to restrain or prohibit Parent's or Merger Subsidiary's ownership or operation (or that of their respective subsidiaries or affiliates) of all or any portion of the business or assets of the Company and its subsidiaries, or of Parent and its subsidiaries or affiliates, or to compel Parent or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its subsidiaries, or of Parent and its subsidiaries and affiliates, (iii) an effect of which is to impose limitations on the ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's stockholders, (iv) an effect of which is to require divestiture by Parent or any of its subsidiaries or affiliates of any Shares, or (v) that otherwise, in the reasonable judgment of Parent, is likely to have a Material Adverse Effect or a Parent Material Adverse Effect; (b) the Company shall have performed in all material respects its covenants and agreements under this Agreement, and the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true when made and at and as of the Effective Time as if made at and as of such time, and the representations and warranties set forth in this Agreement that are not so qualified shall be true in all material respects when made and at and as of the Effective Time as if made at and as of such time; and Parent and Merger Subsidiary shall have received a certificate of the Chief Executive Officer or a Vice President of the Company to that effect; (c) no change shall have occurred or been threatened (and no development shall have occurred or been threatened involving a prospective change) that, in the reasonable judgment of Parent, has or is likely to have a Material Adverse Effect; (d) Parent shall have been furnished with copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement, the Stockholders Agreements and the transactions contemplated hereby and thereby were taken, together with a certificate dated as of the Effective Time executed on behalf of the Company by its corporate secretary certifying to Parent that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; (e) the Parent Stockholder Approval shall have been obtained; (f) Merger Sub Parent's Board of Directors shall have purchased shares received an opinion from an investment banking firm selected by Parent to serve as its financial advisor in connection with the Merger that the Exchange Ratio is fair to Parent from a financial point of view, which opinion shall have been confirmed in writing on the date of the Prospectus/Proxy Statement; and (g) Parent shall have received an opinion, dated as of or shortly before the Effective Time, from KPMG Peat Marwick LLP, stating its opinion that the Merger shall qualify for "pooling of interests" accounting treatment. 8.3 Conditions to the Obligations of the Company. The obligations of the Company Common Stock to consummate the Merger are subject to the further satisfaction of the following conditions: (a) there shall not be effected, instituted, pending or proposed any action by any Governmental Entity (by legislation, rulemaking, change of applicable law or otherwise) (i) an effect of which is to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation by the Company of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise directly or indirectly relating to the transactions contemplated by this Agreement or the Merger, (ii) an effect of which is to restrain or prohibit Parent's or Merger Subsidiary's ownership or operation (or that of their respective subsidiaries or affiliates) of all or any portion of the business or assets of the Company and its subsidiaries, or of Parent and its subsidiaries or affiliates, or to compel Parent or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its subsidiaries, or of Parent and its subsidiaries and affiliates, (iii) an effect of which is to impose limitations on the ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's stockholders, (iv) an effect of which is to require divestiture by Parent or any of its subsidiaries or affiliates of any Shares, or (v) that otherwise, in the reasonable judgment of the Company, is likely to have a Material Adverse Effect or a Parent Material Adverse Effect; (b) Parent and Merger Subsidiary shall have performed in all material respects their covenants and agreements under this Agreement, and the representations and warranties of Parent and Merger Subsidiary set forth in this Agreement that are qualified as to materiality shall be true when made at and as of the Effective Time as if made and at and as of such time, and the representations and warranties set forth in this Agreement that are not so qualified shall be true in all material respects when made and at and as of the Effective Time as if made at and as of such time; and the Company shall have received certificates of the Chief Executive Officer or a Vice President of Parent and Merger Subsidiary to that effect; (c) the Company Stockholder Approval shall have been obtained; (d) no change shall have occurred or been threatened (and no development shall have occurred or been threatened involving a prospective change), other than changes resulting from changes in interest rates, that, in the reasonable judgment of the Company, has or is likely to have a Parent Material Adverse Effect; (e) The Company's Board of Directors shall have received an opinion from an investment banking firm selected by the Company to serve as its financial advisor in connection with the Merger that the consideration to be paid by Parent pursuant to this Agreement is fair to the Offerstockholders of the Company from a financial point of view, which opinion shall have been confirmed in writing on the date of the Prospectus/Proxy Statement; and 38 (f) The Company shall have received an opinion, dated as of or shortly before the Effective Time, from Ernst & Young LLP, stating its opinion that the Merger shall qualify for "pooling of interests" accounting treatment.

Conditions to the Merger. SECTION 7.01 6.1 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDelaware Corporation Law; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced issued or entered any Laworder, rulewrit, regulationinjunction or decree, executive order or Order and no other governmental entity shall have issued any order, which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation its consummation; (c) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all governmental entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Merger;Company or Parent that is materially adverse to the business, assets, liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; and (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness shares of the Registration Statement shall be in effect; (e) Parent Common Stock into which the shares of IHK Company Common Stock to will be issued in the Merger and converted pursuant to Substitute Options Article I shall have been authorized for listing on the Listing MarketAmerican Stock Exchange. 6.2 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger, or to permit the consummation of the Merger, are subject to official notice the satisfaction or, if permitted by applicable Law, waiver of issuance; andthe following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time and the Company shall have received a certificate of the President and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and the Company shall have received a certificate of the President and Chief Financial Officer of Parent to that effect; (c) Employment Agreements. Parent and each of Murray I. Firestone and Ca▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ll ha▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇n employment agreement substantially in the forms of Exhibit A and B hereto, respectively. 6.3 Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of the Company contained in this Agreement shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to such effect; (b) the Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to that effect; (c) there shall not be pending or threatened any action, proceeding, claim or counterclaim which seeks to or would, or any order, decree or injunction (whether preliminary, final or appealable) which would, require Parent to hold separate or dispose of any of the stock or assets of the Company or the Company Subsidiaries or imposes material limitations on the ability of Parent to control in any material respect the business, assets or operations of either Parent or the Company; (d) The Company shall provide a letter from its auditors stating that its financial statements for the period from inception through December 31, 1999, can be audited in accordance with SEC rules and that the audit can be completed within 75 days after the Closing. (e) Parent shall have been provided letters signed by each of the clients listed in Schedule 3 in which such clients in substance agree to the change of ownership of the Company and agree that their contracts will remain in full force and effect after the change in control and further that they have approved of the use of their names on the draft press release attached hereto as Schedule 3.18. (f) Merger Sub Parent shall have purchased shares received a fairness opinion from its Investment Banker in which the Investment Banker concludes that the terms of Company Common Stock pursuant this transaction are fair to the Offershareholders of the Company. (g) Parent shall have received evidence that all of the Company's outstanding warrants have been cancelled or exercised.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. 8.01 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE MERGER The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDGCL; (bc) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect;; and (e) the shares of IHK Common Stock all consents, approvals and authorizations legally required to be issued in obtained to consummate the Merger and pursuant to Substitute Options shall have been authorized for listing on obtained from all Governmental Entities, except where the Listing Marketfailure to obtain any such consent, subject approval or authorization could not reasonably be expected to official notice of issuance; and (f) Merger Sub shall have purchased shares of result in a Parent Material Adverse Effect or a Company Common Stock pursuant to the OfferMaterial Adverse Effect.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been duly approved by the affirmative requisite vote of the shareholders of IHK Company in accordance with the applicable rules and regulations of the Listing MarketTennessee Law; (bc) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity which prohibits or prevents the consummation of the Merger which has not been vacated, dismissed or withdrawn prior to the Effective Time. Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the Effective Time; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect;; and (e) the shares of IHK Common Stock all consents, approvals and authorizations legally required to be issued in obtained to consummate the Merger and pursuant to Substitute Options shall have been authorized for listing on obtained from all Governmental Entities, except where the Listing Marketfailure to obtain any such consent, subject approval or authorization could not reasonably be expected to official notice of issuance; and (f) Merger Sub shall have purchased shares of result in a Parent Material Adverse Effect or a Company Common Stock pursuant to the OfferMaterial Adverse Effect.

Conditions to the Merger. SECTION 7.01 Section 6.01 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction (or waiver by the party for whose benefit the applicable condition exists) of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote shareholders of the stockholders of Company by the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketRequisite Vote; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminatedexpired; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement Form S-4 shall have been declared effective, effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effect;effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNYSE, subject to official notice of issuance; and. Section 6.02 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver by Parent) of the following further condition: (fa) Merger Sub Company shall have purchased shares performed in all material respects all of its obligations and complied in all material respects with all of its covenants hereunder required to be performed or complied with by it at or prior to the Effective Time and (b) the representations and warranties of Company Common Stock pursuant contained in this Agreement (without considering any qualification as to materiality) shall be true and correct at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a particular date, which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not have a Material Adverse Effect on Company; and Parent shall have received a certificate signed by an executive officer of Company to the Offereffect set forth in clauses (a) and (b).

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the CompanyParent, IHK Hampton and Merger Sub Apple to consummate effect the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby Apple Shareholder Approval shall have been approved and adopted by obtained at the affirmative vote Apple Shareholders Meeting; (b) no preliminary or permanent injunction or other Order shall have been issued that would make unlawful the consummation of the stockholders Transactions, and consummation of the Company in accordance with Transactions shall not be prohibited or made illegal by any Law; (c) the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Hampton Class A Common Stock to be issued pursuant to the Merger shall have been approved by authorized for listing on the affirmative vote NYSE or NASDAQ, subject to official notice of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Mergerissuance; (d) the Registration Statement Form S-4 shall have been declared effectivebecome effective in accordance with the Securities Act, and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and all state securities or blue sky authorizations necessary to carry out the Transactions shall have been obtained and be in effect; (e) all applicable waiting periods under the shares HSR Act shall have terminated or expired; (f) all other Authorizations of IHK Common Stock to be issued or filings with any Governmental Entity required in connection with the Merger and pursuant to Substitute Options consummation of the Transactions shall have been authorized for listing on made or obtained, except where the Listing Marketfailure to make or obtain such Authorizations or filings would not, subject to official notice of issuanceindividually or in the aggregate, have a Hampton Material Adverse Effect or an Apple Material Adverse Effect; and (fg) Merger Sub the transactions contemplated by the Spin Off Agreement shall have purchased shares of Company Common Stock pursuant to been consummated on the Offerterms set forth therein.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of WEUS, the Company, IHK Parent, and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions Parent Stockholders' Approval of the issuance of the shares of Parent Common Stock as contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company received in accordance with the DGCL applicable NYSE listing requirements and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the all applicable rules and regulations of the Listing Marketlegal requirements; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger periods under the HSR Act and the Competition Act (Canada) relating to this Agreement, the Merger, and the other transactions contemplated hereby shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located regulation and no judgment, injunction, order, or having jurisdiction in decree shall prohibit the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNYSE, subject to official notice of issuance; (e) all conditions to the GC Acquisition, as set forth in the GC Agreement, shall have been satisfied or waived, and such transaction shall close contemporaneously with the Merger; (f) the issuance of the Parent Common Stock in the Merger shall be exempt from the registration requirements of the 1933 Act, it being understood and acknowledged by WEUS that the certificates representing such stock shall bear a restrictive legend stating that such stock was not received in a transaction registered under the 1933 Act; (g) Parent shall have consummated financing reasonably acceptable to both Parent and Weat▇▇▇▇▇▇▇ ▇▇▇ficient to amend or refinance (i) Parent's and Merger Subsidiary's 9 7/8% Senior Discount Notes, revolving credit facility and operating lease facility, (ii) the Partnership's current working capital facility and Master Letter of Credit Agreement with ABN Amro and the Synthetic Leases and (iii) such other indebtedness as Parent and Weat▇▇▇▇▇▇▇ ▇▇▇ll reasonably agree; (h) the Services Agreement (as defined in Section 12.17) shall have been terminated and replaced by the Transitional Services Agreement, in a form to be mutually agreed upon by WEUS and Parent; and (fi) the Parent Average Price shall not be less than $25.00. Section 8.2 Conditions to the Obligations of Parent and Merger Sub Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (i) all representations and warranties of Weat▇▇▇▇▇▇▇, ▇▇US, and the Company contained in Article III and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Effective Time, in each case that are qualified as to materiality or make reference to Company Material Adverse Effect, shall be true and correct as of date hereof and as of the Effective Time as if made on such date, and each of the representations and warranties of Weat▇▇▇▇▇▇▇, ▇▇US, and the Company herein and therein that is not so qualified as to materiality or as to Company Material Adverse Effect shall be true and correct in all material respects on and as of the date hereof and on and as of the Effective Time as if made on and as of such date, except for representations and warranties that speak as of a specified date, which need only be true and correct as set forth above as of the specified date, and (ii) all covenants and agreements of the Company contained in this Agreement to be performed on or before the Effective Time in accordance with this Agreement shall have purchased shares been duly performed in all material respects; provided, however, that the conditions of this Section 8.2(a) shall be deemed to have been satisfied as long as (x) the failure of any representation and warranty to be true and correct (without giving effect for these purposes to any Company Common Stock pursuant Material Adverse Effect qualifiers) and (y) the failure to perform any covenant or agreement as provided in (ii) would not, aggregating clauses (x) and (y), result in, or reasonably be expected to result in, a Company Material Adverse Effect; and Parent shall have received at the Effective Time a certificate(s), dated the day of the Effective Time and validly executed by or on behalf of Weat▇▇▇▇▇▇▇, ▇▇US, and the Company, to the Offereffect that the conditions set forth in clauses (i) and (ii) above have been so satisfied; (b) Parent shall have received an opinion of King & Spalding in form and substance reasonably satisfactory to Parent, on the basis of certain facts, representations, and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of the officers of the Parent, Merger Subsidiary, and the Company substantially in the form of Exhibits D and E hereto; (c) the Limited Partnership (as defined in Section 12.17) shall have been released from any indemnification obligations under the Formation Agreement (as defined in Section 12.17) only in respect of any Excluded Liability (as defined in Section 12.17), and WEUS shall have executed an acknowledgment substantially in the form of Exhibit F hereto to that effect and to the change of ownership of the Partnership effected by the Merger and (d) WEUS shall have entered into the Voting Agreement. Section 8.3 Conditions to the Obligations of Weat▇▇▇▇▇▇▇, ▇▇US, and the Company. The obligations of Weat▇▇▇▇▇▇▇, ▇▇US, and the Company to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) all representations and warranties of Parent and Merger Subsidiary contained in Article IV, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Effective Time, in each case that are qualified as to materiality or makes reference to Parent Material Adverse Effect, shall be true and correct as of the date hereof and as of the Effective Time as if made on such date, and each of the representations and warranties of Parent and Merger Subsidiary herein and therein that is not so qualified as to materiality or as to Parent Material Adverse Effect shall be true and correct in all material respects on and as of the date hereof and on and as of the Effective Time as if made on and as of such date, except for representations and warranties that speak as of a specified date, which need only be true and correct as of the specified date, and (ii) all covenants and agreements of Parent and Merger Subsidiary contained in this Agreement to be performed on or before the Effective Time in accordance with this Agreement shall have been duly performed in all material respects; provided, however, that the conditions of this Section 8.3(a) shall be deemed to have been satisfied as long as (x) the failure of any representation and warranty to be true and correct (without giving effect for these purposes to any Parent Material Adverse Effect qualifiers) and (y) the failure to perform any covenant or agreement as provided in (ii) would not, aggregating clauses (x) and (y), result in, or reasonably be expected to result in, a Parent Material Adverse Effect; and Parent shall have received at the Effective Time a certificate(s), dated the day of the Effective Time and validly executed by or on behalf of Parent and Merger Subsidiary, to the effect that the conditions set forth in clauses (i) and (ii) above have been so satisfied; and (b) the Company shall have received an opinion of Andr▇▇▇ & ▇urt▇ ▇.▇.P., in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations, and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of the officers of Parent, Merger Subsidiary, and the Company substantially in the form of Exhibits D and E hereto; and (c) Parent shall have entered into the Registration Rights Agreement.

Conditions to the Merger. SECTION 7.01 8.01. Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (i) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of each of STC and CGI and (ii) the Company CGI Amendment shall have been duly approved by the requisite vote of the stockholders of CGI, in each case in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketGeneral Corporation Law; (bc) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ce) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedall consents, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect approvals and has the effect of restraining or making authorizations legally required to be obtained to consummate the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveobtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of STC or CGI that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of CGI and no stop order suspending the effectiveness of the Registration Statement shall be in effect;its subsidiaries, taken as a whole; and (ef) the shares of IHK CGI Common Stock to into which the shares of STC Capital Stock will be issued in the Merger and converted pursuant to Substitute Options Article III and the shares of CGI Common Stock issuable upon the exercise of options pursuant to Section 3.05 shall have been authorized for listing on the Listing MarketNMS, subject to official notice of issuance. SECTION 8.02. Conditions to the Obligations of STC. The obligations of STC to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of CGI contained in this Agreement that is qualified by materiality shall be true, complete and correct at and as of the Effective Time as if made at and as of such time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and STC shall have received a certificate of the Chairman or President and Chief Financial Officer of CGI to such effect; (b) CGI shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and STC shall have received a certificate of the Chairman or President and Chief Financial Officer of CGI to that effect; and (fc) ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇, special counsel to STC, shall have issued its opinion, such opinion dated on or about the date of the Closing, addressed to STC, and reasonably satisfactory to it, based upon customary representations of STC and customary assumptions (including delivery and non-withdrawal of the opinion referred to in subsection (c) of Section 8.03), to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368 of the Code and that each of STC, Merger Sub shall have purchased shares of Company Common Stock pursuant and CGI will be a party to the Offerreorganization within the meaning of Section 368(b) of the Code, which opinions shall not have been withdrawn or modified in any material respect.

Conditions to the Merger. SECTION 7.01 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party hereto to consummate effect the Merger are shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) this This Agreement and the transactions contemplated hereby shall have been approved and duly adopted by the affirmative requisite vote of the holders of Company Common Stock, if and to the extent required by applicable Law and the articles of incorporation of the Company, in order to consummate the Merger; (b) No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Entity shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Merger or making the consummation of the Merger illegal; (c) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (d) If such approval is necessary, the shares of Parent Common Stock issuable to the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger as contemplated by this Agreement shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNew York Stock Exchange, subject to official notice of issuance; and (fe) Merger Sub The Minimum Condition shall have been satisfied and Parent shall have purchased shares of Company Common Stock Public Shares pursuant to the Offer, provided that this condition shall be deemed satisfied with respect to Parent if Parent shall have failed to purchase Public Shares pursuant to the Offer in breach of its obligations under this Agreement.

Conditions to the Merger. SECTION 7.01 8.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate this Agreement to effect the Merger are shall be subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;. (b) None of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in If required by applicable Law, this Agreement and the United States Merger shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then been approved by the shareholders of the Company in accordance with the MBCA and the Company's articles of incorporation and bylaws. SECTION 8.2. Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation are subject to the satisfaction of the following conditions, unless waived by the Company: (a) The representations and warranties of the Parent and Merger Sub contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case at and as of the Effective Time with the same force and effect as though made at and as of the Effective Time (except to the extent a representation or warranty speaks specifically as of an earlier date or except as contemplated by this Agreement). (b) The Parent and Merger Sub have performed, in all material respects, all obligations and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) The Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by an executive officer of Parent, evidencing compliance with Sections 8.2(a) and (b). SECTION 8.3. Conditions to Obligations of the Parent and Merger Sub to Effect the Merger;. The obligations of the Parent and Merger Sub to effect the Merger are subject to the satisfaction of the following conditions, unless waived by the Parent and Merger Sub: (a) The representations and warranties of the Company contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case at and as of the Effective Time with the same force and effect as though made at and as of the Effective Time (except to the extent a representation or warranty speaks specifically as of an earlier date or except as contemplated by this Agreement). (b) The Company shall have performed, in all material respects, all obligations and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to the Parent a certificate, dated the Effective Time and signed by an executive officer of the Company, evidencing compliance with Sections 8.3(a) and (b). (d) Merger Sub and/or the Registration Statement Parent shall have been declared effective, accepted for payment and no stop order suspending the effectiveness paid for all of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock tendered pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Acquirer and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) at or prior to the Closing of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDelaware Law; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminatedterminated early; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement parties shall have received all required approvals and third party consents listed on Schedule 8.1(d); (e) the matters constituting the Acquirer Stockholder Approval shall have been approved by the stockholders of Acquirer in accordance with applicable law or regulation; (f) the Form S-4 shall have been declared effective, effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effect;effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (eg) the shares of IHK Acquirer Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNNM, subject to official notice of issuance; and. Section 8.2 Conditions to the Obligations of Acquirer and Merger Subsidiary. The obligations of Acquirer and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (fi) Merger Sub the Company shall have purchased shares performed in all material respects all of Company Common Stock pursuant its obligations hereunder required to be performed by it at or prior to the OfferEffective Time, (ii) the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made on the Closing Date (provided that any such representation and warranty made as of a specific date shall be true and correct as of such specific date), except for such inaccuracies that individually or in the aggregate do not have a Material Adverse Effect on the Company as of the Closing Date and except for changes contemplated by this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded, and any update of or modification to the Company Disclosure Letter made or proposed to have been made after the execution of this Agreement (b) Acquirer shall have received an opinion of Pillsbury Madison & Sutro LLP in form and substance reasonably satisfactory to Acquirer, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Acquirer, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon certain representations of officers of Acquirer and the Company reasonably requested by counsel. If the opinion referred to in this Section 8.2(b) is not delivered, such condition shall be deemed to be satisfied if the Acquirer shall have received an opinion from Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ofessional Corporation, or another law firm selected by the Company and reasonably acceptable to Acquirer. Acquirer will cooperate in obtaining such opinion, including, without limitation, making (and requesting from affiliates) appropriate representations with respect to relevant matters.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and Merger Sub each party to consummate ------------------------ effect the Merger are shall be subject to the satisfaction satisfaction, at or prior to the Effective Time, of each of the following conditions: (a) the Merger and this Agreement and the transactions contemplated hereby shall have been validly approved and adopted by the affirmative vote votes of the stockholders holders of a majority of the outstanding shares of Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant entitled to vote thereon; (b) all permits, approvals and consents of any Governmental Authority or any other third party necessary or appropriate for consummation of the Merger shall have been approved by obtained, other than consents the affirmative vote failure to obtain which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the consummation of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Markettransactions contemplated hereby; (bc) Purchaser or a permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, -------- however, that this condition shall not be applicable to the obligations of ------- Parent and Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer; (d) no preliminary or permanent injunction or other order of a court or Governmental Authority shall have been issued and be in effect, and no United States federal or state statute, rule or regulation shall have been enacted or promulgated after the date hereof and be in effect, that (i) - prohibits the consummation of the Merger or (ii) imposes material -- limitations on the ability of Parent to exercise full rights of ownership of Company's assets or business; (e) there shall not be any action or proceeding commenced by or before any Governmental Authority in the United States, or threatened by any Governmental Authority in the United States, that challenges the consummation of the Merger or seeks to impose material limitations on the ability of Parent to exercise full rights of ownership of Company's assets or business, other than any such action or proceeding commenced by a stockholder or stockholders of Parent or Company, either derivatively on behalf of Parent or Company, respectively, or on behalf of such stockholder or stockholders, alleging that the directors or officers of Parent or Company, respectively, have breached their fiduciary duties to stockholders under Delaware law or Parent or Company has failed to make disclosures required to be made under applicable state or federal securities laws, in each case in connection with the transactions contemplated by this Agreement, or making any similar claim; and (f) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 8.1 Conditions to Each Party's Obligation the Obligations of SpinCo, the Company, Parent and Merger Sub to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each Party to consummate the Merger are shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law, waiver by the Company and Parent) at or prior to the Closing of the following conditions: (a) this Agreement and the transactions contemplated hereby (i) all Requisite Regulatory Approvals shall have been approved obtained and adopted by the affirmative vote of the stockholders of the Company shall remain in accordance with the DGCL full force and the Company's Certificate of Incorporation effect and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any all statutory waiting period periods (and any extension extensions thereof) applicable to the consummation of the Merger under the HSR Act in respect thereof shall have expired or been terminated; and (ii) there shall not be in effect any voluntary agreement between the Parent or the Company and any Governmental Authority pursuant to which Parent or the Company has agreed not to consummate the Transactions for any period of time; (cb) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States Separation and the Distribution and the other transactions contemplated by the Separation and Distribution Agreement shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then been consummated in effect accordance with the Separation and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the MergerDistribution Agreement; (di) the Registration Statement shall have been declared effectivebecome effective in accordance with the Securities Act or the Exchange Act, as applicable, and no shall not be the subject of any stop order suspending by the effectiveness SEC or actual or threatened proceedings by a Governmental Authority seeking such a stop order; and (ii) the applicable notice periods required by applicable stock exchange rules or securities Laws in connection with the Distribution, if any, shall have expired; (d) each of the Registration Statement Company Shareholder Approval and SpinCo Shareholder Approval shall be in effecthave been obtained; (e) no Governmental Authority of competent jurisdiction shall have enacted, issued or granted any Law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the Transactions; and (f) the shares of IHK Parent Common Stock to be issued in the Merger and issuable pursuant to Substitute Options the Transactions shall have been authorized approved for listing on the Listing MarketNYSE American, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger6.1 CONDITIONS TO EACH PARTY’S OBLIGATION. The respective obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Legal Requirements, the waiver by each party on or prior to the Effective Time of each of the following conditions: (a) this This Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the . The issuance of the IHK shares of Parent Common Stock pursuant to the Merger shall have been adopted and approved by the affirmative requisite vote of the shareholders stockholders of IHK in accordance with the applicable rules and regulations of the Listing MarketParent; (b) No provision of any applicable Legal Requirements and no judgment, injunction, Order or decree shall be in effect that prohibits the consummation of the Merger or the other transactions contemplated by this Agreement; (c) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (d) The shares of Parent Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the Nasdaq National Market (subject to official notice of issuance); (e) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveterminated or shall have expired, and no stop order suspending the effectiveness of the Registration Statement Parent, Merger Sub and Company shall be in effect;have timely obtained from each Governmental Body all approvals, waivers and consents set forth on Schedule 6.1 (e) of the shares Company Disclosure Schedule and all other approvals, waivers or consents the failure of IHK Common Stock which to be issued in the Merger and pursuant to Substitute Options shall obtain would have been authorized for listing on the Listing Market, subject to official notice of issuancea Material Adverse Effect; and (f) (i) Parent shall have received and ▇▇▇▇▇▇▇ LLP shall not have subsequently rescinded an opinion of ▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to Parent and to the Company, on the basis of customary facts, representations and assumptions set forth in such opinion, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company shall have received and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation shall not have subsequently rescinded an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation in form and substance reasonably satisfactory to Parent and to the Company, on the basis of customary facts, representations and assumptions set forth in such opinion, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In connection with the opinions referred to in this Section 6.1(f), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation and ▇▇▇▇▇▇▇ LLP shall be entitled to rely upon the tax representation letters of Parent and the Company referred to in Section 5.8. 6.2 ADDITIONAL CONDITIONS TO PARENT’S AND MERGER SUB’S OBLIGATIONS. The respective obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Legal Requirements, the waiver by Parent and Merger Sub on or prior to the Effective Time of each of the following conditions: (a) there shall not be pending or threatened any Legal Proceeding in which a Governmental Body is: (i) seeking to prohibit or limit in any material respect Merger Sub’s or Parent’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (ii) seeking to materially and adversely affect the right of Parent, the Surviving Corporation or any Subsidiary of Parent to own the assets or operate the business of the Acquired Corporations; or (iii) seeking to compel Parent or the Company, or any subsidiary of Parent or the Company, to dispose of or hold separate any material assets, as a result of the Merger or any of the other transactions contemplated by this Agreement; (b) the Company shall have purchased shares performed or complied in all material respects with all of Company Common Stock pursuant its covenants, obligations or agreements required to be performed or complied with under the Agreement prior to the OfferEffective Time; (c) the representations and warranties of the Company contained in this Agreement not qualified by Material Adverse Effect shall be accurate, except where the failure to be accurate would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and the representations and warranties of the Company contained in this Agreement which are qualified by Material Adverse Effect shall be accurate, in the case of each, as of the date of this Agreement, and on and as of the Effective Time, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct on and as of such particular date) with the same force and effect as if made on and as of the Effective Time; (d) there shall not have been a Material Adverse Effect on the Acquired Corporations (other than any Material Adverse Effect that could have reasonably been expected to arise out of a matter disclosed on the Company Disclosure Schedules); and (e) Parent shall have received a certificate from an executive officer of the Company certifying as to the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 6.2. The foregoing conditions are for the sole benefit of Parent and Merger Sub and may, subject to the terms of the Agreement, be waived by Parent and Merger Sub, in whole or in part at any time and from time to time, in the sole discretion of Parent and Merger Sub. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to this Agreement to consummate the Merger are shall be subject to the satisfaction of the following conditions, which have not been waived at or prior to the Closing: (a) this This Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative requisite vote or consent, if any is required, of the stockholders of the Company in accordance with the DGCL and required by the Company's Certificate of Incorporation and By-Laws and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDGCL; (b) No preliminary or permanent injunction or other order shall have been issued by any waiting period (and court or by any extension thereof) applicable to governmental or regulatory agency, body or authority which prohibits the consummation of the Offer or the Merger under and the HSR Act transactions contemplated by this Agreement and which is in effect at the Effective Time, provided, however, that, in the case of a decree, injunction or other order, each of the parties shall have expired used reasonable efforts to prevent the entry of any such injunction or been terminatedother order and to appeal as promptly as possible any decree, injunction or other order that may be entered; (c) no Governmental Entity (as defined in Section 9.12(g)) No statute, rule or court of competent jurisdiction located or having jurisdiction in the United States regulation shall have been enacted, issuedentered, promulgated, promulgated or enforced by any governmental authority that prohibits the consummation of the Offer or entered any Law, rule, regulation, executive order the Merger or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation purchase of the Shares illegal. 8.02 Conditions to the Obligations of the Parent and the Purchaser to Effect the Merger; . The obligation of the Purchaser and the Parent to effect the Merger shall be further subject to satisfaction of the conditions, unless waived by the Parent, that (di) the Registration Statement Purchaser shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized accepted for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock payment Shares tendered pursuant to the Offer, provided that this condition will be deemed satisfied with respect to the Purchaser and the Parent if the Purchaser shall have failed to purchase Shares pursuant to the Offer in violation of the terms of the Offer, (ii) the Company shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it at or prior to the Effective Time, provided that this clause (ii) shall not apply after Purchaser has designated a majority of directors to serve on the Company Board pursuant to Section 3.08 or Purchaser's and Parent's designees otherwise constitute a majority of the Company Board and (iii) there shall have been no change in the Special Committee's recommendation that the stockholders of the Company accept the Offer pursuant to Section 2.02(a). 8.03 Conditions to the Obligations of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject, unless waived by the Company, to the Parent and the Purchaser having performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by each of them at or prior to the Effective Time.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Purchaser and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this This Agreement shall have been approved and adopted, the Merger shall have been approved and the other transactions contemplated hereby shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL GCL; (b) All waiting periods under the HSR Act shall have been terminated or expired and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant no challenge, proceeding, claim or delay with respect to the Merger shall have been approved imposed by the affirmative vote Federal Trade Commission, Department of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) Justice or any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired other governmental agency which has not been withdrawn or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States There shall not have enacted, issued, promulgated, enforced or entered been any Lawstatute, rule, regulation, regulation or executive or any other order or Order similar action of any Governmental Authority enacted or issued, which is then in effect and has would render the effect of restraining parties unable to consummate the Merger or making make the Merger illegal or otherwise prohibiting prohibit, restrict or delay consummation of the Merger;Merger (other than a de minimus civil violation of any Legal Requirement that does not affect the ability of the Surviving Corporation, the Purchaser or their affiliates to obtain and maintain Licenses for the ownership and operation of health care facilities or participation in any Program or Third Party Payor Program); and (d) the Registration Statement There shall not have been declared effectiveinstituted any action or proceeding before any court or administrative agency, and no stop order suspending by any Governmental Authority or any other person, challenging or otherwise relating to the effectiveness of the Registration Statement shall be in effect;Merger. (e) The consummation of the shares of IHK Common Stock to be issued Merger shall not result in the violation of any Legal Requirement (other than de minimus civil violation of any Legal Requirement that does not affect the ability of the Surviving Corporation, the Purchaser or their affiliates to obtain and maintain Licenses for the ownership and operation of health care facilities or participation in any Program or Third Party Payor Program). Section 8.2 Conditions to the Obligations of Purchaser and Merger Sub. The obligations of Purchaser and pursuant Merger Sub to Substitute Options consummate the Merger are subject to the satisfaction of the following further conditions: (a) The representations and warranties made by the Company herein shall have been authorized true and correct when made and shall be true and correct in all material respects as of the Effective Time (other than those qualified by materiality or Company Material Adverse Effect or Company Material Adverse Change (which qualifications shall be disregarded for listing purposes of determining compliance with the condition set forth in this Section 8.2(a)), which shall be true and correct in all respects), with the same force and effect as if made as of the Effective Time, other than such representations and warranties as are made as of another date (which shall be true and correct as of such other date), provided that the foregoing condition shall be deemed satisfied so long as any failures of such representations and warranties to be true and correct as of the Effective Time, taken together, has not had, individually or in the aggregate, a Company Material Adverse Effect which causes a reduction in value of the Company of at least $100 million; provided, however, that (i) any amounts that could be included in the calculations made pursuant Sections 8.2(c)(i) and 8.2(c)(ii) below shall not be included in the calculation of a reduction in value caused by a Company Material Adverse Effect, (ii) the amount of any insurance proceeds that are reasonably expected to be available (based on the Listing MarketCompany's good faith substantiation thereof including applicable insurance policies then in effect) shall be applied to offset any decrease in value occasioned by any particular change, event, effect as condition to the extent of any such insurance proceeds and (iii) any reduction in the amount of available net operating losses ("NOLs") from the amount of NOLs reported in the Company's financial statements dated March 31, 2004 shall not constitute a Company Material Adverse Change and will not be included in any calculation of a reduction in value related to a Company Material Adverse Effect or a Company Material Adverse Change. For the avoidance of doubt, it is expressly acknowledged and agreed that the changes, events, effects or conditions included in the calculation set forth in this Section 8.2(a) are wholly independent from the amounts associated with any changes, events, effects or conditions included in the calculations to be made pursuant to Sections 8.2(c)(i) and 8.2(c)(ii). At the Effective Time, the Company shall have delivered to Purchaser and Merger Sub a certificate dated the date of the Effective Time to such effect. Such certificate shall attach an update of the Company Disclosure Schedule as of the Effective Time, subject to official notice of issuance; andSection 10.12 hereof. (fb) Each of the covenants and agreements of the Company to be performed or complied with by the Company at or prior to the Effective Time shall have been performed or complied with in all material respects and, at the Effective Time, the Company shall have delivered to Purchaser and Merger Sub a certificate dated the date of the Effective Time to such effect. (c) That none of the following events shall have purchased shares occurred: (i) (x) any one or more of the Encumbrances (other than the Permitted Encumbrances) or (y) any easements, covenants, conditions, restrictions, and other similar matters of record or set forth in the Company Common Stock pursuant Disclosure Schedule affecting title to or use of Owned Real Property that materially impair the Offer.use or occupancy of such real property in the operation of the Business and the operations of the Company and its Subsidiaries conducted thereon or contain any right of reversion or reverter with respect to (1) Owned Real Property or, (2) Leased Real Property or Managed Real Property that is linked to an Owned Real Property by way of a managed care agreement, income or patient sharing arrangement, referral arrangement or other similar arrangement or agreement (such leased or managed property, a "Linked Property") causes the Purchaser's lender to reduce the loan amount by at least $50,000,000 in the aggregate; (ii) any one or more violations of any Land Use Requirement or Environmental Laws with respect to Owned Real Property and/or Linked Property, that causes the Purchaser's lender to reduce the loan amount and such reduction, together with any reduction determined under Section 8.2(c)(i), aggregates at least $75,000,000. The term "Land Use Requirement" shall mean zoning, building code and other land use Legal Requirements regulating the use or occupancy of any real property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction over such real property but shall exclude any amounts attributable to deferred maintenance or capital expenditures unless the subject thereof, if not remediated, would constitute a violation of any Land Use Requirement or Environmental Law; or

Conditions to the Merger. SECTION 7.01 8.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and Parent, Merger Sub and the Sole Shareholder to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions: (a) this Agreement and no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the transactions contemplated hereby United States shall have been approved enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award (an "Order") which is then in effect and adopted by has the affirmative vote effect of making the Merger illegal or otherwise prohibiting consummation of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;Merger; and (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. SECTION 8.02. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: (a) each of the representations and warranties of the Company and the Sole Shareholder contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, and Parent shall have received a certificate of an officer of the Sole Shareholder to such effect; (b) the Company and the Sole Shareholder shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of an officer of the Sole Shareholder to that effect; (c) no Parent shall have received, each in form and substance reasonably satisfactory to Parent, (i) all required authorizations, consents, orders and approvals of all Governmental Entity Entities and officials, if any, and (as defined ii) all third party consents set forth in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger3.05; (d) the Registration Statement no event or events shall have been declared effectiveoccurred, and no stop order suspending or be reasonably likely to occur, which, individually or in the effectiveness of the Registration Statement shall aggregate, have had or could reasonably be in effectexpected to have, a Company Material Adverse Effect; (e) there shall not be pending or threatened any suit, action, investigation or proceeding to which a Governmental Entity is a party (i) seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from Parent or the Company any damages that are material or (ii) seeking to prohibit or limit the ownership or operation by Parent or the Company of any material portion of their respective businesses or assets; (f) the Company shall have filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida in the form agreed between the Company and Parent prior to the date of this Agreement and approved by the Board of Directors of the Company on or prior to the date of this Agreement, and the Company shall have issued shares of IHK Common Company Stock to be issued in the Merger Sole Shareholder as agreed between the Company and pursuant Parent prior to Substitute Options shall have been authorized for listing the date of this Agreement and approved by the Board of Directors of the Company on or prior to the Listing Market, subject to official notice date of issuancethis Agreement; and (fg) Merger Sub the Sole Shareholder shall have purchased shares of Company Common Stock pursuant executed and delivered to the OfferParent a Form W-8 certifying that it is a foreign entity.

Conditions to the Merger. SECTION 7.01 7.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. ------------------------------------------- The obligations of the Company, IHK Buyer and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: 7.1.1 any applicable waiting period (aand any extension thereof) this Agreement under the HSR Act relating to the Merger shall have expired; 7.1.2 no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prevent or prohibit the consummation of the Merger, except for any such law, regulation, injunction, order or decree of the Argentina Authorities that prevents or prohibits the consummation of the Merger because of the condition of or actions by Buyer or Merger Subsidiary; 7.1.3 other than the filing of the Certificate of Merger, (i) all approvals, consents, waivers, and filings with and notices to any Governmental or Regulatory Authority to consummate the transactions contemplated hereby, the failure of which to be obtained or taken could be reasonably expected to have a Material Adverse Effect on Buyer and its Subsidiaries, taken as a whole, or on the ability of Buyer and the Company to consummate transactions, (except such consents or approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result of the condition of or actions by Buyer or Merger Subsidiary), and (ii) all approvals, consents, waivers, filings and notices listed on Schedule 7.1.3 hereto shall have been obtained (and each party hereto shall have received copies thereof) without the imposition of any conditions which are not reasonably satisfactory to Buyer or the Company; such approvals, consents and waivers shall be in effect and no proceeding shall have been initiated or threatened with respect thereto; all applicable waiting periods with respect to such approvals, consents and waivers shall have expired; all conditions and requirements prescribed by law or by such approvals, consents and waivers shall have been satisfied; and any approvals, consents and waivers shall not impose regulatory conditions under decisions or interpretations in effect as of the date of this Agreement which would jeopardize the gaming licenses presently issued to the Company or its Subsidiaries by the Mississippi Gaming Commission, the Louisiana Control Board or the Argentina Authorities or any of the gaming licenses issued to Buyer or its Subsidiaries by the Nevada Control Board or jeopardize any of the contracts by and between the Company or the Buyer with any of the foregoing in a manner that would be reasonably expected to have a Material Adverse Effect on the Company or Buyer, respectively, except such regulatory conditions as may be imposed by the Argentina Authorities as a result of the condition of or actions by Buyer or Merger Subsidiary; 7.1.4 this Agreement shall have been approved and adopted by the affirmative vote of the stockholders holders of a majority of the issued and outstanding Magic Shares; 7.1.5 no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the Merger or the effective operation of the business of the Company in accordance with and its Subsidiaries or the DGCL Buyer and its Subsidiaries after the Company's Certificate of Incorporation Effective Time, and no proceeding challenging this Agreement or the issuance of the IHK Common Stock pursuant transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Merger shall have been approved instituted by the affirmative vote of the shareholders of IHK in accordance with the applicable rules any person before any court, arbitrator or governmental body, agency or official and regulations of the Listing Marketbe pending; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate this Agreement to effect the Merger are shall be subject to the satisfaction of the following conditions: (a) this Agreement All consents, approvals and action of any Governmental Authority identified on Schedule 6.2 that are required to permit the transactions contemplated hereby consummation of the Transactions shall have been approved and adopted by the affirmative vote obtained or made, free of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall any condition that would have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;a Material Adverse Effect on Aether or Cerulean. (b) any waiting period No action shall have been taken, and no statute, rule, regulation, executive order, judgment, decree, or injunction (other than a temporary restraining order) shall have been enacted, entered, promulgated or enforced (and not repealed, superseded, lifted or otherwise made inapplicable), by any extension thereof) applicable to court of competent jurisdiction or Governmental Authority which restrains, enjoins or otherwise prohibits the consummation of the Merger (each party agreeing to use its commercially reasonable efforts to avoid the effect of any such statute, rule, regulation or order or to have any such order, judgment, decree or injunction lifted). (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger;. (d) the Registration Statement Cerulean shall have been declared effective, and no stop order suspending received the effectiveness of the Registration Statement shall be in effect;Cerulean Stockholder Approval. (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options The Registration Rights Agreement shall have been authorized for listing on executed by each of the Listing Market, subject parties to official notice of issuance; andit. (f) Merger Sub The parties hereto and the Escrow Agent shall have purchased shares of Company Common Stock pursuant to entered into the OfferEscrow Agreement, and the Escrow Amount shall have been deposited with the Escrow Agent.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Parent and the Purchaser, on the one hand, and the Company, IHK and Merger Sub on the other hand, to consummate effect the Merger are subject to the satisfaction of each of the following conditions: : (ai) this Agreement and the transactions contemplated hereby Purchaser shall have been approved commenced the Offer and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock shall have purchased, pursuant to the Merger terms and conditions of the Offer, the Minimum Shares; (ii) if required by law in order to consummate the Merger, the Company shall have been approved by obtained the affirmative vote necessary stockholder approval (as described below); (iii) all material consents, waivers, approvals, authorizations or orders of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable third parties to the consummation of the Merger under the HSR Act shall have expired or been terminated; obtained; and (civ) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Lawstatute, rule, regulation, executive order, decree, ruling, temporary restraining order, preliminary or permanent injunction or other order shall have been enacted, entered, promulgated, enforced or Order which is then issued by any court or governmental authority of competent jurisdiction or shall otherwise be in effect and has which prohibits, restrains, enjoins or restricts the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) , provided that in the Registration Statement case of a decree, injunction or other order, each of the parties shall have been declared effectiveused reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. STOCKHOLDERS' MEETING; PROXY STATEMENT. If required by applicable law in order to consummate the Merger, the Company will (i) duly call, give notice of, convene and no stop order suspending hold a special meeting of its stockholders as promptly as practicable following the effectiveness acceptance for payment and purchase of the Registration Statement shall be in effect; (e) Minimum Shares by the shares Purchaser pursuant to the Offer for the purpose of IHK Common Stock to be issued in considering and taking action upon the approval of the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Marketadoption of the Merger Agreement and (ii) prepare and file with the Commission, subject to official notice the prior approval of issuance; and the Purchaser (fwhich approval shall not be unreasonably withheld), preliminary and final versions of a proxy statement (the "PROXY STATEMENT") Merger Sub shall have purchased shares and proxy and other filings relating to such stockholders' meeting as required by the Securities Exchange Act of Company Common Stock pursuant 1934, as amended (the "EXCHANGE ACT"). Subject to the Offerterms of the Merger Agreement, the Company has agreed to include in the Proxy Statement the recommendation of the Board of Directors of the Company (based on the recommendation of the Special Committee) that stockholders of the Company vote in favor of the approval of the Merger and the adoption of the Merger Agreement. Notwithstanding the foregoing, the Purchaser may at its election execute a written consent approving the Merger and the Company shall notify stockholders of such action by the Purchaser in lieu of holding a stockholders meeting in accordance with the by-laws of the Company and Section 228 of the DGCL and the Company shall prepare and file with the Commission, subject to the prior approval of the Purchaser (which approval shall not be unreasonably withheld), preliminary and final versions of an information statement as required by the Exchange Act.

Conditions to the Merger. SECTION 7.01 Section 9.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, where permitted, waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the any applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and any other consents, approvals or authorizations applicable to the Merger under the Other Antitrust Laws specified as Closing Conditions on Section 4.3 of the Disclosure Letter shall have been received or waived by the appropriate Governmental Authority or the applicable waiting period shall have expired or been terminated;; and (cb) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States Law shall have enacted, issuedbeen adopted, promulgated, enforced issued or entered any Lawentered, rule, regulation, executive order or Order which is then in effect and has which prohibits, enjoins or renders illegal the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger. Section 9.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in Article IV of this Agreement shall be true and correct (without giving effect to any qualification therein as to "materiality" or as to whether any matter would or would be expected to have a Material Adverse Effect on the Company) as of the Closing Date (except that representations and warranties made as of a specific date are required to be true and correct only as of such date), except where the failure to be so true and correct would not, individually or in the aggregate, have, constitute or reasonably be expected to have a Material Adverse Effect on the Company and (iii) Parent and Merger Sub shall have received a certificate signed by a senior officer of the Company to the foregoing effect; (b) since the Balance Sheet Date, no event, change, development or occurrence shall have occurred that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect on the Company, and Parent and Merger Sub shall have received a certificate signed by a senior officer of the Company to the foregoing effect; (c) Parent shall have received (i) written confirmation from the Company regarding the amount of the payments required to be made pursuant to the Executive Change of Control Agreements, (ii) written confirmations from the Company's shareholders (or their Affiliates) and financial advisors regarding the amount of fees required to be paid to them by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, and (iii) written confirmation from the Company that all such fees and expenses have been paid pursuant to the last sentence of Section 6.1; (d) the Registration Statement shall Management and Advisory Services Agreements and the Stockholders Agreement, dated November 28, 2000, between Noveon International, Inc. (formerly know as PMD Group Holdings, Inc.), PMD Investors I LLC, PMD Investors II LLC, DLJMB Funding III, Inc. and MidOcean Capital/PMD Investors, LLC (formerly known as DB Capital/PMD Investors, LLC) (the "STOCKHOLDERS AGREEMENT")shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect;terminated; and (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options Parent shall have been authorized for listing on received a certificate from the Listing Market, subject to official notice chief financial officer of issuance; and (f) Merger Sub shall have purchased shares of the Company Common Stock pursuant certifying as to the Offertotal amount of the Transaction Costs.

Conditions to the Merger. SECTION Section 7.01 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, on or prior to the Closing, of the following conditions: : (a) this Agreement and the transactions contemplated hereby Stockholder Approval shall have been approved and adopted by obtained; (b) no Governmental Authority having jurisdiction over any party hereto shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the affirmative vote consummation of the stockholders of the Company in accordance with the DGCL Merger and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger no Applicable Law shall have been approved by the affirmative vote adopted that makes consummation of the shareholders of IHK in accordance with Merger illegal or otherwise prohibited; provided, that the party seeking to assert this condition shall have used those efforts required hereunder (including under Section 6.11) to resist, lift or resolve such Order or Applicable Law; and (c) the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof, subject to Section 6.11) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in . Section 9.12(g)) or court 7.02 Conditions to the Obligations of competent jurisdiction located or having jurisdiction in Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the United States shall have enactedMerger is subject to the satisfaction, issuedor, promulgated, enforced or entered any to the extent permitted by Applicable Law, rulewaiver by Parent of, regulationon or prior to the Closing, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; following conditions: (da) the Registration Statement shall have been declared effective, representations and no stop order suspending the effectiveness warranties of the Registration Statement Company set forth in: (i) Sections 4.04(a), 4.04(b) and 4.04(c) (Capitalization) shall be true and correct in effect; all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (eexcept for any representation or warranty that is expressly made as of a specified date, in which case such representation or warranty shall be true and correct only as of such specified date), except for de minimis accuracies, (ii) the shares of IHK Common Stock to be issued in the Merger Section 4.02 (Corporate Authorization), Section 4.03(a)(i) (Consents and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketApprovals; No Violations), subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.Sections

Conditions to the Merger. SECTION 7.01 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) at or prior to the Closing of the following conditions: (a) this Agreement and the transactions contemplated hereby (i) Parent shall have been approved obtained Parent Stockholder Approval and adopted by the affirmative vote of the stockholders of (ii) the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketobtained Company Stockholder Approval; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Merger; (c) the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired been terminated or shall have expired, and (ii) all other required approvals, applications or notices with governmental entities shall been terminated; obtained (c) no Governmental Entity (as defined in Section 9.12(gthe “Other Approvals”)) , except those Other Approvals the failure of which to obtain would not, individually or court of competent jurisdiction located or having jurisdiction in the United States shall aggregate, reasonably be expected to have enacted, issued, promulgated, enforced a Material Adverse Effect on Parent or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger;Company. (d) the Registration Statement Form S-4 shall have been declared effective, effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effect;effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNNM, subject to official notice of issuance, if required; and Table of Contents SECTION 8.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations and covenants hereunder required to be performed by it at or prior to the Effective Time, (i) the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made on the Closing Date (provided that any such representation and warranty made as of a specific date shall be true and correct as of such specific date), except for such inaccuracies that individually or in the aggregate do not have a Material Adverse Effect on the Company as of the Closing Date and except for changes contemplated by this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material,” “Knowledge” or similar phrases contained in such representations and warranties shall be disregarded, and any update of or modification to the Company Disclosure Letter made or proposed to have been made after the execution of this Agreement shall be disregarded unless agreed to by Parent in writing), and (i) Parent shall have received a certificate signed by the chief executive officer of the Company to the foregoing effect; (b) the Company shall have received all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby in connection with the agreements, contracts, licenses or leases set forth in Section 4.5 of the Disclosure Schedule, except those consents, waivers or approvals the failure to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (c) all Support Agreements and Lock-up Agreements required to be executed and delivered by the directors and executive officers of the Company shall have been executed and delivered to Parent and such agreements shall be in full force and effect as of the Effective Time, and, as to the Support Agreements, as of a time prior to the mailing of the Joint Proxy Statement/Prospectus; (d) the Company shall have provided to Parent the executed resolutions of the Board of Directors of the Company and executed amendment to any Company 401(k) Plan as may be required pursuant to Section 7.10(b) hereof; (e) the Company shall have provided Parent with a certificate, executed on behalf of the Company by an executive officer of the Company, confirming that the conditions set forth in subparagraphs (b), (g), (h) and (k) of this Section 8.2 have been duly satisfied; (f) Merger Sub the written resignations of all of the officers and directors of the Company, effective as of the Effective Time, shall have purchased shares been delivered to Parent; (g) no more than twenty-five percent (25%) of Company Common Stock pursuant the individuals identified as key employees in Parent’s letter to the OfferCompany dated May 22, 2002 shall have ceased to be employed by the Company, or shall have expressed an intention to terminate his or her employment with the Company or to decline to accept continued employment with the Company post Merger; (h) there shall not be pending any suit, proceeding or investigation: (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (iii) seeking to prohibit or limit in any material respect Parent’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (iv) which, if adversely determined could have a Material Adverse Effect on the Company or Parent; (i) there shall have not occurred any event or change since the date of the Agreement that has had or could reasonably be expected to have a Material Adverse Effect on the Company; Table of Contents (j) the Company should have procured continuing Tail Coverage as set forth in, and consistent with, Section 7.14(c); (k) the Company shall have taken all action required with regard to the Company Rights Plan as set forth in, and consistent with, Section 7.15; (l) the Company shall have timely delivered the Certified Estimate as set forth in Section 2.2(d); and, (m) the Company shall have delivered at Closing a certificate, executed on behalf of the Company by an executive officer of the Company, affirming that Company Transaction Fees do not, and will not, exceed the greater of (i) $4,900,000 or (ii) the Certified Estimate.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Davis, and Merger Sub to Subsidiar▇ ▇▇ consummate the Merger are subject to the satisfaction at or before the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law: (a) this Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative vote a majority of the stockholders all shares of the Company Common Stock entitled to vote thereon, in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance Section 251 of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDGCL; (b) any waiting period such parties shall have received a copy, certified by the Secretary of Merger Subsidiary, of consent resolutions duly adopted (and any extension thereofnot subsequently rescinded or modified) applicable to by the consummation Board of Directors and sole shareholder of Merger Subsidiary, by the terms of which resolutions such Board of Directors shall have adopted and approved this Agreement and the Merger under and recommended the HSR Act Merger to Davis, as the sole shareh▇▇▇▇▇ of Merger Subsidiary, and Davis shall have expired or been terminatedadopted an▇ ▇▇▇roved this Agreement and the Merger; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States Authority shall have enacted, issued, promulgated, enforced enforced, or entered any Law, rule, regulation, executive order Law or Order (whether temporary, preliminary, or permanent) which is then in effect and which has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; and (d) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Merger shall have been obtained, other than the filing of the requisite Articles of Merger with the Secretary of State of Delaware. Section 8.2 Additional Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are also subject to the satisfaction at or prior to the Effective Time of the following further conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement and in any certificate delivered by the Company pursuant hereto shall be true and correct in all respects, except where the breach or inaccuracy thereof would not, individually or in the aggregate, have a Material Adverse Effect, at and as of the Effective Time as if made at and as of such time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, and Buyer shall have received a certificate signed by the chief executive officer and the principal financial officer of the Company to the foregoing effect; (b) no Material Adverse Effect shall have occurred; (c) Buyer shall have received or be satisfied that it will receive all consents and approvals necessary in connection with the consummation of the Merger if the failure to obtain any such consent or consents would have a Material Adverse Effect; (d) the Registration Statement The Company shall have been declared effectivedeliver Cancellation Instruments executed by all holders of Options with respect to all outstanding Options, and no stop order suspending the effectiveness other than those listed on Schedule 1.6, as of the Registration Statement shall be in effectEffective Time; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options Buyer shall have been authorized for listing on received all documents it may reasonably request relating to the Listing Marketauthority of the Company to enter into this Agreement, subject all in form and substance reasonably satisfactory to official notice of issuanceBuyer; and (f) Merger Sub Buyer shall have purchased shares received from Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A., couns▇▇ ▇▇ the ▇▇▇▇any, an opinion or opinions dated as of Company Common Stock pursuant the Effective Time covering such matters as shall be reasonably requested by Davis. Section ▇.▇ ▇dditional Conditions to the OfferObligations of the Company. The obligations of the Company to consummate the Merger are also subject to the satisfaction at or prior to the Effective Time of the following further conditions, any or all of which may be waived, in whole or in part, by the Company to the extent permitted by applicable Law: (a) Buyer and Merger Subsidiary shall have performed in all material respects all of their respective obligations required to be performed by them at or prior to the Effective Time, the representations and warranties of Buyer contained in this Agreement and in any certificate delivered by Buyer or Merger Subsidiary pursuant hereto shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, and the Company shall have received a certificate signed by the chief executive officer and chief financial officer of each of Davis and Merger Subsi▇▇▇▇▇ to the foregoing effect; (b) the Company shall have received all documents it may reasonably request relating to the authority of Buyer or Merger Subsidiary to enter into this Agreement, all in form and substance reasonably satisfactory to the Company; and (c) the Company shall have received from counsel to Buyer and Merger Subsidiary, and opinion or opinions dated as of the Effective Time covering such matters as shall be reasonably requested by the Company.

Conditions to the Merger. SECTION 7.01 5.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each Party to effect the Company, IHK and Merger Sub to consummate the Merger are Transactions shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) this Agreement and the transactions contemplated hereby The Company Shareholder Approval shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;obtained. (b) No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (collectively, the "Restraints") shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Transactions or making the consummation of the Transactions illegal. (c) All of the Required Consents and the Parent Consents shall have been obtained (including any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired been terminated or been terminated;shall have expired) at or prior to the Effective Time, such consents shall have become Final Orders and such Final Orders shall not, individually or in the aggregate, impose terms or conditions that would reasonably be expected to have a Company Material Adverse Effect or an adverse effect on the ability of Parent, Merger Sub and the Company to consummate the Transactions. SECTION 5.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Transactions shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions: (ci) no Governmental Entity The representations and warranties of the Company set forth in this Agreement shall be true and correct at and as of the Effective Time as if made on such date (other than those representations and warranties that address matters only as defined of a particular date, which shall be true and correct as of such date), except where the failure of any such representation or warranty to be so true and correct (without giving effect to any "materiality" or "Company Material Adverse Effect" qualification set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Sections 2.2(a) and 2.3(a) shall be true and correct at and as of the Effective Time as if made on such date (other than those representations and warranties that address matters as of a particular date, which shall be true and correct as of such date) in all material respects, and (iii) the representations and warranties of the Company set forth in Section 9.12(g)2.6(ii) shall be true and correct without disregarding the "Company Material Adverse Effect" qualification contained therein; and Parent shall have received a certificate of an executive officer of the Company, dated as of the Closing Date, to that effect. (b) The Company shall have performed or court complied with in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and Parent shall have received a certificate of competent jurisdiction located an executive officer of the Company, dated as of the Closing Date, to that effect. SECTION 5.3 Conditions to the Obligations of the Company. The obligations of the Company to effect the Transactions shall be subject to the satisfaction (or having jurisdiction waiver, if permissible under applicable Law) on or prior to the Closing Date of the following additional conditions: (a) Each of the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct at and as of the Effective Time as if made on such date, except where the failure of any such representation or warranty to be true and correct would not, individually or in the United States shall have enactedaggregate, issued, promulgated, enforced reasonably be expected to materially impair the ability of Parent or entered any Law, rule, regulation, executive order Merger Sub to perform its obligations hereunder or Order which is then in effect and has the effect of restraining prevent or making the Merger illegal or otherwise prohibiting materially delay consummation of the Merger;Transactions; and the Company shall have received a certificate of an executive officer of Parent, dated as of the Closing Date, to that effect. (db) the Registration Statement shall have been declared effective, Parent and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall each have purchased shares of Company Common Stock pursuant performed or complied with in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the OfferEffective Time; and the Company shall have received a certificate of an executive officer of Parent, dated as of the Closing Date, to that effect.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders holders of a majority of the outstanding shares of Company Class A Stock in accordance with the DGCL Delaware Law and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketIncorporation; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedorder, issued, promulgated, enforced or entered any Lawstatute, rule, regulation, executive order order, stay, decree, judgment or Order injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority or a court of competent jurisdiction which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNYSE, subject to official notice of issuance; and (f) all other necessary and material governmental and regulatory clearances, consents, or approvals shall have been received, other than the consent to assignment of the Company's FAA Certificate which need not be received prior to the Effective Time. SECTION 7.02. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (i) the Company shall have purchased shares performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (ii) each of the representations and warranties of the Company Common Stock contained in this Agreement (disregarding for this purpose any qualifications with respect to materiality or Company Material Adverse Effect) shall be true and correct in all material respects, in each case as of the date hereof and at and as of the Closing Date as if made at and as of such time, it being understood and agreed by Parent and Merger Sub that this Section 7.02(a) shall be deemed to have been satisfied unless any failure of performance or failure to be so true and correct, individually or in the aggregate, would have a Company Material Adverse Effect; and (iii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) Parent shall have received "cold comfort" letters of Deloitte & Touche LLP and dated the date on which the Registration Statement shall become effective and the Effective Time, respectively, and addressed to Parent, such "cold comfort" letters being in such form and substance as is reasonably customary for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement; (c) Parent shall have received the opinion of counsel to Parent, based upon representation letters and stockholder certificates, dated on or about the Closing Date, substantially in the forms of Exhibits 7.02(a), (b) and (c) to this Agreement, and such other facts, representations and assumptions concerning, among other things, the actions of the stockholders of the Company as counsel may reasonably deem relevant, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, dated on the Closing Date; (d) Parent shall have received from any person who may be deemed to have become an affiliate of the Company, as reasonably determined by the Company, pursuant to Rule 145 under the OfferSecurities Act, after the date of this Agreement and on or prior to the Effective Time, a signed agreement substantially in the form of Exhibit 6.11 hereto.

Conditions to the Merger. SECTION 7.01 6.1 Conditions to Each Party's Obligation to Effect the MergerObligations. The respective obligations of the Company, IHK Buyer and Merger Sub Newco to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, the waiver on or prior to the Closing Date of each of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote Plan of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK Required Company Shareholder Vote in accordance with the applicable rules and regulations of the Listing MarketFBCA; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or shall have been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) judgment, order, decree, statute, law, and no material ordinance, rule or court of competent jurisdiction located regulation shall exist or having jurisdiction in the United States shall have been entered, enacted, issued, promulgated, enforced or entered issued by any Lawcourt or other Governmental Entity of competent jurisdiction (collectively, rule, regulation, executive order or Order "Legal Restraints") which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting prohibits consummation of the Merger; (d) the Registration Statement there shall have been declared effectivenot be pending or threatened in writing or by a senior official of a Governmental Entity any suit, and no stop order suspending the effectiveness action or proceeding by any Governmental Entity (i) seeking to prevent consummation of the Registration Statement shall be Merger, (ii) seeking to prohibit or limit in effectany material respect ownership or operation by the Company or Buyer and their respective Subsidiaries of any material portion of the business or assets of the Company or Buyer and their respective Subsidiaries or to compel the Company or Buyer or their respective Subsidiaries to dispose or hold separate any material portion of the business or assets of the Company or Buyer and their respective Subsidiaries taken as a whole, as a result of the Merger or the other transactions contemplated by this Agreement or (iii) which is otherwise reasonably likely to have a Material Adverse Effect on the Company or the Buyer, as applicable; (e) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; and (f) the shares of IHK Buyer Common Stock issuable to be issued in the Merger and pursuant to Substitute Options Company's stockholders as contemplated by this Agreement shall have been authorized approved for listing quotation on the Listing MarketNasdaq, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 8.01. Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The respective obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of stockholders of the Company and the issuance of the shares of WAG Common Stock or Parent Common Stock in the Merger and the Capital Increase shall have been duly approved by the requisite vote of the stockholders of WAG or Parent, as the Company case may be, in any such case in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDelaware General Corporation Law; (bc) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order (collectively, "Restraints"), which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been be terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) except with respect to the HSR Act (which is addressed in Section 8.01(d)), all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization would not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of WAG, Parent and the Parent Subsidiaries, taken as a whole; and (f) the shares of IHK WAG Common Stock to or Parent Common Stock, as the case may be, into which the shares of Company Capital Stock will be issued in the Merger and converted pursuant to Substitute Article III and the shares of WAG Common Stock or Parent Common Stock, as the case may be, issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the Listing Marketinclusion in Nasdaq, subject to official notice of issuance. SECTION 8.02. Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of WAG, Parent and Merger Sub contained in this Agreement that is qualified by materiality or Parent Material Adverse Effect shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of 58 such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received a certificate of the Chairman or President and Chief Financial Officer of WAG and of Parent to such effect; (b) WAG and Parent shall each have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and the Company shall have received a certificate of the Chairman or President and Chief Financial Officer of WAG and of Parent to that effect; and (fc) Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, special counsel to the Company, shall have issued its opinion, such opinion dated on or about the date of the Closing, addressed to the Company, and reasonably satisfactory to it, based upon certain representations of the Company and assumptions, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization qualifying under the provisions of Section 368 of the Code and that each of the Company, Merger Sub and Parent will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. SECTION 8.03. Conditions to the Obligations of WAG and Parent. The obligations of WAG and Parent to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality or Company Material Adverse Effect shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have purchased shares received a certificate of the Chairman or President and Chief Financial Officer of the Company Common Stock pursuant to such effect; (b) the Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the OfferEffective Time and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to that effect; and (c) Roge▇▇ & ▇ard▇▇ ▇▇▇, counsel to WAG and Parent, shall have issued its opinion, such opinion dated on or about the date of the Closing, addressed to Parent, and reasonably satisfactory to it, based upon certain representations of Parent and assumptions, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization qualifying under the provisions of Section 368 of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect.

Conditions to the Merger. SECTION 7.01 9.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK MediaOne and Merger Sub Comcast to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement each of the MediaOne Stockholders' Approval and the transactions contemplated hereby Comcast Stockholders' Approval shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketobtained; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, effective and no stop order suspending the effectiveness of the Registration Statement shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of IHK Comcast Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing quotation on the Listing MarketNasdaq, subject to official notice of issuance; (f) if a Termination Notice has been delivered, one year shall have elapsed from the date upon which MediaOne delivers a Termination Notice to TW; (g) all License Consents, Social Contract Consents, Franchise Consents and other consents and waivers, including waivers of all Purchase Rights, shall have been obtained, be in effect and be subject to no limitations, conditions, restrictions or obligations, except for such consents the failure to obtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have MediaOne Material Adverse Effect; and (fh) Merger Sub no court, arbitrator or Governmental Authority shall have purchased shares issued any order, and there shall not be any statute, rule or regulation restraining or prohibiting the effective operation of Company Common Stock pursuant the business of Comcast and the Comcast Subsidiaries or MediaOne and the MediaOne Subsidiaries after the Effective Time that would be reasonably expected to the Offerhave a MediaOne Material Adverse Effect or a Comcast Material Adverse Effect.

Conditions to the Merger. SECTION 7.01 Section 8.01 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub parties to consummate the Merger are subject to the satisfaction satisfaction, at or prior to the Effective Time, of each of the following conditions: (a) The shareholders of the Company shall have approved and adopted this Agreement and the transactions contemplated hereby shall have been approved and adopted by Merger pursuant to the affirmative vote requirements of the stockholders of the Company in accordance with the DGCL and the Company's Certificate certificate of Incorporation incorporation and by-laws and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;NJBCA. (b) any The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;. (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the The Registration Statement shall have been declared effective, effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement with respect thereto shall be in effect;effect at the Effective Time. (ed) the shares The consummation of IHK Common Stock to be issued in the Merger shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any Governmental Entity entered after the parties have used their reasonable best efforts to prevent such entry. There shall not have been any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that prevents the consummation of the Merger. Section 8.02 Conditions Precedent to the Obligations of Parent and pursuant Merger Sub. The obligations of Parent and Merger Sub to Substitute Options consummate the Merger are subject to the satisfaction, at or prior to the Effective Time, of each of the following further conditions: (a) Each of the representations and warranties of the Company contained in this Agreement shall have been authorized for listing true and correct in all respects when made and on and as of the Listing Market, subject Closing Date as if made on and as of such date. Parent shall have received a certificate to official notice such effect of issuance; andan executive officer of the Company. (fb) The Company shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by it under this Agreement on or prior to the Closing Date. Parent shall have received a certificate to such effect of an executive officer of the Company. (c) All consents, waivers, approvals and authorizations required to be obtained from any Governmental Authority prior to the consummation of the transactions contemplated hereby shall have been obtained, except where the failure to obtain any such consent, waiver, approval or authorization would not have a Material Adverse Effect. For purposes of this Section 8.02(c), the failure to obtain required consents, waivers, approvals or authorizations from Franchising Authorities will not be deemed to cause a Material Adverse Effect unless the Franchises (excluding Franchises covering the City of Fairfield, California, Sonoma City, California and City of Rohnert Park, California) with respect to which such consents, waivers, approvals or authorizations are not obtained prior to the date referred to in Section 9.01(d) cover more than 50% of the subscribers of the Company and the Company Subsidiaries, taken as a whole (excluding Franchises covering the City of Fairfield, California, Sonoma City, California and City of Rohnert Park, California). (d) Parent shall have received an opinion of ▇▇▇▇▇▇▇▇ Ingersoll Professional Corporation, dated the Effective Time, to the effect that (i) the Merger should be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Parent, Merger Sub shall have purchased shares of and the Company Common Stock pursuant should be a party to the Offerreorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Professional Corporation may receive and rely upon representations contained in certificates of Parent and Merger Sub, the Company and others, in each case in form and substance reasonably acceptable to ▇▇▇▇▇▇▇▇ Ingersoll Professional Corporation.

Conditions to the Merger. SECTION 7.01 8.01. Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The respective obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: : (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of stockholders of the Company and the issuance of the shares of WAG Common Stock or Parent Common Stock in the Merger and the Capital Increase shall have been duly approved by the requisite vote of the stockholders of WAG or Parent, as the Company case may be, in any such case in accordance with the DGCL Delaware General Corporation Law; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order (collectively, "Restraints"), which is then in effect and has the Company's Certificate effect of Incorporation and the issuance of the IHK Common Stock pursuant to making the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; illegal or otherwise prohibiting its consummation; (bd) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been be terminated; ; (ce) no Governmental Entity except with respect to the HSR Act (as defined which is addressed in Section 9.12(g8.01(d)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted), issuedall consents, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect approvals and has the effect of restraining or making authorizations legally required to be obtained to consummate the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveobtained from all Governmental Entities, and no stop order suspending except where the effectiveness failure to obtain any such consent, approval or authorization would not reasonably be expected to result in a change in or have an effect on the business of the Registration Statement shall be in effect; Company or Parent that is materially adverse to the business, assets (eincluding intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of WAG, Parent and the Parent Subsidiaries, taken as a whole; and (f) the shares of IHK WAG Common Stock to or Parent Common Stock, as the case may be, into which the shares of Company Capital Stock will be issued in the Merger and converted pursuant to Substitute Article III and the shares of WAG Common Stock or Parent Common Stock, as the case may be, issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the Listing Marketinclusion in Nasdaq, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 Section 8.1. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL Indiana Law and the Company's Certificate Company shall have complied with the information and notice requirements of Incorporation and the issuance Rule 14c-2 of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketExchange Act, if applicable; (b) any applicable waiting period (and including any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (di) all required approvals or consents of any governmental authority (whether domestic, foreign or supranational) in connection with the Registration Statement Merger and the consummation of the other transactions contemplated hereby shall have been declared effectiveobtained (and all relevant statutory, regulatory or other governmental waiting periods, whether domestic, foreign or supranational, shall have expired) unless the failure to receive any such approval or consent would not, and no stop order suspending would not be reasonably expected to, have a Material Adverse Effect on Parent at or after the effectiveness Effective Time and (ii) all such approvals and consents which have been obtained shall be on terms that would not, and would not reasonably be expected to, have a Material Adverse Effect on Parent at or after the Effective Time. Section 8.2. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the Registration Statement following further conditions: (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) there shall not be instituted or pending any action or proceeding by any governmental authority (whether domestic, foreign or supranational) before any court or governmental authority or agency, domestic, foreign or supranational, seeking to (i) restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any Subsidiary of Parent of all or any portion of the business of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries or to compel Parent or any Subsidiary of Parent to dispose of or hold separate all or any portion of the business or assets of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries; (ii) to impose or confirm limitations on the ability of Parent or any Subsidiary of Parent effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including, without limitation, the right to vote any shares of Company Common Stock (or shares of stock of the Surviving Corporation) on any matters properly presented to stockholders; or (iii) seeking to require divestiture by Parent or any Subsidiary of Parent of any shares of Company Common Stock (or shares of stock of the Surviving Corporation), if any such matter referred in subclauses (i), (ii) and (iii) would, or would reasonably be expected to, have a Material Adverse Effect on Parent at or after the Effective Time; (c) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statute, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that would, or would reasonably be expected to, have a Material Adverse Effect on Parent at or after the Effective Time; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect with respect to the Company, nor shall there have occurred a change or event which would reasonably be expected to have a Material Adverse Effect on the Company; (e) the shares consent and waiver of IHK Common Stock Foothill Capital Corporation ("Foothill") with respect to be issued in the Offer and the Merger and pursuant the termination of the Company Warrant issued to Substitute Options Foothill shall have been authorized for listing on obtained (the Listing Market, subject to official notice of issuance; and"Foothill Consent"); (f) Merger Sub there shall not have purchased been a subsequent development (including any settlement or final settlement offer from counsel for the plaintiffs) in any action or proceeding pending on the date of this Agreement relating to the Company or any of its Subsidiaries or there shall not have been instituted any action or proceeding subsequent to the date of this Agreement that would (i) have a Material Adverse Effect on the Company, or (ii) make materially more costly (A) the making of the Offer, (B) the acceptance for payment of, or payment for, some or all of the shares of Company Common Stock pursuant to the Offer, (C) the purchase of shares pursuant to the Offer, or (D) the consummation of the Merger; or (g) the Company shall not have (i) petitioned or applied to any tribunal for or consented to the appointment of a receiver, (ii) admitted in writing its inability to pay its debts as they mature, (iii) made an assignment for the benefit of creditors, (iv) been adjudicated bankrupt or insolvent, (v) filed voluntarily or had filed against it a petition in bankruptcy or a petition or an answer seeking reorganization or any arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, dissolution or ANNEX-A-27 liquidation law or statute, or (vi) become unable to conduct its business, taken as a whole, substantially as currently conducted (including the purchase of inventory and supplies and the payment of liabilities).

Conditions to the Merger. SECTION 7.01 8.01. Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been duly approved by the affirmative requisite vote of stockholders of each of the shareholders of IHK Company and, if applicable, Parent in accordance with the applicable rules General Corporation Law and regulations of the Listing MarketDelaware General Corporation Law, respectively; (bc) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ce) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedall consents, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect approvals and has the effect of restraining or making authorizations legally required to be obtained to consummate the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveobtained from all Governmental Entities, and no stop order suspending except where the effectiveness failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Registration Statement shall be in effect;Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; and (ef) the shares of IHK Parent Common Stock to into which the shares of Company Capital Stock will be issued in the Merger and converted pursuant to Substitute Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.06 shall have been authorized for listing on the Listing MarketNYSE, subject to official notice of issuance. SECTION 8.02. Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement that is qualified by materiality shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received a certificate of the Chairman or President and Chief Financial Officer of Parent to such effect; and (fb) Merger Sub Parent shall have purchased shares of Company Common Stock pursuant performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the OfferEffective Time and the Company shall have received a certificate of the Chairman or President and Chief Financial Officer of Parent to that effect. SECTION 8.03. Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to such effect; (b) the Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby Company Stockholder Approval, the Merger Sub Stockholder Approval, and, if required, the Parent Stockholder Approval shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketobtained; (b) no temporary restraining order, preliminary or permanent injunction or other order issued by any waiting period court of competent jurisdiction or statute, rule or regulation (and any extension thereofcollectively, "Restraints") applicable to preventing the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (ec) the shares of IHK Parent Common Stock issuable to the holders of the Company Common Stock, other than the shares to be issued to shareholders of the Company who are not "affiliates" as contemplated in Section 7.4 but who are "Major Shareholders" who executed the Stockholders Agreement in the Merger and pursuant to Substitute Options Merger, shall have been authorized approved for listing on the Listing NASDAQ National Market, subject to official notice of issuance; and (d) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any other federal and material "blue sky" and other state securities laws applicable to the issuance of the shares of Parent Common Stock shall have been complied with. (e) any Disputed Amount of any Unindemnified Common Stock Purchase Agreement Loss shall have been resolved by an arbitration award in accordance with the provisions of Section 6.19 hereof. (f) the consent of the holders of Company Preferred Stock to the transactions described in Section 2.6(b), the consent of the holders of Tiburon Justice Systems, Inc. Series A Preferred Stock to the transactions described in Section 2.6(c), and the consent of the holders of warrants to purchase Company Common Stock to the transactions described in Section 2.6(d) shall have been obtained. (g) There shall not be pending any action by any Governmental Entity or any statute, rule or regulation of any Governmental Entity of competent jurisdiction (i) challenging or seeking to make, or having the effect of making, illegal or to restrain or prohibit the consummation by Parent, Company, or Merger Sub of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith, (ii) seeking to restrain or prohibit, or having the effect of restraining or prohibiting, Parent's or Merger Sub's ownership or operation (or that of their respective subsidiaries or affiliates) of all or any material portion of the business or assets of the Company and its subsidiaries, or, in connection with the Merger, of Parent and its subsidiaries or affiliates, or to compel Parent or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its subsidiaries, or, in connection with the Merger, of Parent and its subsidiaries and affiliates, (iii) seeking to impose, or having the effect of imposing, material limitations on the ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares (excluding statutes, rules or regulations, such as securities laws, pertaining to limitations on the acquisition, holding or disposition of securities generally), including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's stockholders, (iv) seeking to require, or having the effect of requiring, divestiture by Parent or any of its subsidiaries or affiliates of any Shares, or (v) seeking to prohibit, or having the effect of prohibiting, Parent or any of its subsidiaries from effectively controlling in any material respect the business and operations of the Company; and (h) closing under both the Common Stock Purchase Agreement and the Preferred Stock Purchase Agreement shall have occurred. Section 8.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction of the following conditions: (a) Parent shall, in the exercise of its sole and absolute discretion, have elected to consummate the Merger and shall have delivered to the Company the Parent's Notice of Merger Election. (b) The Company shall have performed in all material respects all material obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (c) Parent shall have received the agreements referred to in Section 7.4. (d) The Parent and Merger Sub shall have purchased shares been furnished with the opinions of Company Common Stock pursuant Ober, Kaler, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the OfferCompany and the Sellers ("Counsel for the Sellers"), dated the Closing Date, in the form attached hereto as Exhibit 8.2. Section 8.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the further satisfaction of the following conditions: (a) Parent shall have performed in all material respects all material obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by the chief executive officer and the chief financial officer of Parent to such effect. (b) Since the date of this Agreement, there has not been a Material Adverse Change in Parent. (c) The Company and Counsel for the Sellers shall have been furnished with the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Parent and Merger Sub, dated the Closing Date, in the form attached hereto as Exhibit 8.3.

Conditions to the Merger. SECTION 7.01 6.1 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company and of Merger Sub in accordance with the DGCL Texas and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketNevada Corporation Law; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced issued or entered any Laworder, rulewrit, regulationinjunction or decree, executive order or Order and no other governmental entity shall have issued any order, which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation its consummation; (c) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all governmental entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the MergerCompany or Parent that is materially adverse to the business, assets, liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (d) the Registration Statement outstanding principal balance and accrued interest on each bridge note outstanding as of the Effective Time shall have been declared effective, and no stop order suspending the effectiveness exchanged for shares of the Registration Statement shall Parent's Common Stock having a value of $3,160,968.43 to be in effectdetermined by dividing the dollar amount by $10.50; (e) the $30,457.51 of Employee Note Interest on Schedule 2.2(f), $15,260.50 of Accrued Expenses and $93,905.52 of Accrued Vacation on Schedule 2.2(f) shall be exchanged for shares of IHK the Parent's Common Stock valued at $10.50 per share; and (f) the shares of Parent Common Stock which are to be issued in on the Merger and pursuant to Substitute Options Closing shall have been authorized for listing on the Listing MarketAmerican Stock Exchange. 6.2 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger, or to permit the consummation of the Merger, are subject to official notice the satisfaction or, if permitted by applicable Law, waiver of issuance; andthe following further conditions: (fa) Merger Sub each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct on and as of the Effective Time as if made at and as of the Effective Time and the Company shall have purchased shares received a certificate of Company Common Stock pursuant the President and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the OfferEffective Time and the Company shall have received a certificate of the President and Chief Financial Officer of Parent to that effect; (c) Employment Agreements. Parent and each of Philip W. Faris, Jr. and Jo▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ave e▇▇▇▇▇▇ ▇▇▇▇ ▇▇ployment agreements mutually agreeable to the parties.

Conditions to the Merger. SECTION 7.01 Section 7.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the following conditions: (a) The Company shall have received the Company Stockholder Approval. (b) The Effective Time shall have occurred at or before the close of business in New York City on June 30, 1997 (the "Outside Date"). (c) All necessary regulatory and governmental approvals and consents, including, without limitation, the approval of the FCC, shall have been obtained. (d) Any applicable waiting period under the HSR Act shall have expired or been terminated. (e) No action shall have been taken, and no statute, rule, regulation, executive order, judgment, decree, or injunction (other than a temporary restraining order) shall have been enacted, entered, promulgated or enforced (and not repealed, superseded, lifted or otherwise made inapplicable), by any court of competent jurisdiction or Governmental Entity which restrains, enjoins or otherwise prohibits the consummation of the Transactions (each party agreeing to use its commercially reasonable efforts to avoid the effect of any such statute, rule, regulation or order or to have any such order, judgment, decree or injunction lifted). (f) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect. News Corp. shall have received all state securities or "blue sky" permits and other authorizations necessary to issue the News Corp. Preferred ADRs pursuant to this Agreement. (g) The News Corp. Preferred ADRs shall have been approved for listing on the NYSE, subject only to official notice of issuance. (h) The Stock Purchase shall have been consummated prior to the Effective Time. Section 7.2 Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company, IHK and Merger Sub Company to consummate effect the Merger are subject to the satisfaction of the following conditions, unless waived by the Company: (a) this Agreement The representations and the transactions contemplated hereby warranties of News Corp. contained herein that are qualified as to materiality shall have been approved be true and adopted by the affirmative vote accurate, and those not so qualified shall be true and accurate in all material respects, in each case at and as of the stockholders Effective Time with the same force and effect as though made at and as of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant Effective Time (except to the Merger shall have been approved by the affirmative vote extent a representation or warranty speaks specifically as of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;an earlier date). (b) any waiting period (Each of Fox and any extension thereof) applicable News Corp. shall have performed, in all material respects, all obligations and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by it prior to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the OfferEffective Time.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. Merger The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been duly approved by the affirmative requisite vote of the shareholders of IHK Company in accordance with the applicable rules and regulations of the Listing MarketNew York Law; (bc) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; and (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a Parent Material Adverse Effect or a Company Material Adverse Effect. SECTION 8.02 Conditions to the Obligations of Company The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all respects (other than representations and warranties subject to "materiality" or "Material Adverse Effect" qualifiers, which shall be true, complete and correct in all respects) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than (i) representations and warranties which address matters only as of a certain date which shall have been true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the aggregate, constitute a Parent Material Adverse Effect), and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; (c) Piper, Marbury, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal counsel to Company, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; provided, however, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, counsel to Parent; and (d) There shall have been no Governmental Entity Parent Material Adverse Effect since the date of this Agreement. SECTION 8.03 Conditions to the Obligations of Parent The obligations of Parent to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of Company contained in this Agreement shall be true, complete and correct in all respects (other than representations and warranties subject to "materiality" or "Material Adverse Effect" qualifiers, which shall be true, complete and correct in all respects) both when made and on and as defined in Section 9.12(g)of the Effective Time as if made at and as of the Effective Time (other than (i) or court representations and warranties which address matters only as of competent jurisdiction located or having jurisdiction a certain date which shall have been true, complete and correct as of such certain date, and (ii) failures to be true, complete and correct that do not, in the United States aggregate, constitute a Company Material Adverse Effect), and Parent shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation received a certificate of the MergerChief Executive Officer and Chief Financial Officer of Company to such effect; (b) Company shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to that effect; (c) There shall have been no Company Material Adverse Effect since the date of this Agreement; (d) the Registration Statement Company shall have been declared effective, and no stop order suspending the effectiveness received from each of the Registration Statement shall be parties set forth on Section 8.03(d) of the Company Disclosure Schedule (each such party, an "Assigning Party"), a valid and effective assignment, in effect;form reasonably acceptable to Parent, of all intellectual property rights in all work created by such Assigning Party on behalf of Company; and (e) Each of the shares employees listed on Schedule 8.03(e) of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options Company Discosure Schedule hereto shall have been authorized for listing terminated their respective employment agreements with Company and shall have agreed to the terms of employment set forth in their respective offer letters from Parent, and no employee listed on the Listing MarketSchedule I shall have terminated, subject to official or given notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offertermination of, such employee's employment with Company.

Conditions to the Merger. SECTION 7.01 7.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Buyer and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: 7.1.1 any applicable waiting period (aand any extension thereof) this Agreement under the HSR Act relating to the Merger shall have expired; 7.1.2 no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prevent or prohibit the consummation of the Merger, except for any such law, regulation, injunction, order or decree of the Argentina Authorities that prevents or prohibits the consummation of the Merger because of the condition of or actions by Buyer or Merger Subsidiary; 7.1.3 other than the filing of the Certificate of Merger, (i) all approvals, consents, waivers, and filings with and notices to any Governmental or Regulatory Authority to consummate the transactions contemplated hereby, the failure of which to be obtained or taken could be reasonably expected to have a Material Adverse Effect on Buyer and its Subsidiaries, taken as a whole, or on the ability of Buyer and the Company to consummate transactions, (except such consents or approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result of the condition of or actions by Buyer or Merger Subsidiary), and (ii) all approvals, consents, waivers, filings and notices listed on Schedule 7.1.3 hereto shall have been obtained (and each party hereto shall have received copies thereof) without the imposition of any conditions which are not reasonably satisfactory to Buyer or the Company; such approvals, consents and waivers shall be in effect and no proceeding shall have been initiated or threatened with respect thereto; all applicable waiting periods with respect to such approvals, consents and waivers shall have expired; all conditions and requirements prescribed by law or by such approvals, consents and waivers shall have been satisfied; and any approvals, consents and waivers shall not impose regulatory conditions under decisions or interpretations in effect as of the date of this Agreement which would jeopardize the gaming licenses presently issued to the Company or its Subsidiaries by the Mississippi Gaming Commission, the Louisiana Control Board or the Argentina Authorities or any of the gaming licenses issued to Buyer or its Subsidiaries by the Nevada Control Board or jeopardize any of the contracts by and between the Company or the Buyer with any of the foregoing in a manner that - 38 - would be reasonably expected to have a Material Adverse Effect on the Company or Buyer, respectively, except such regulatory conditions as may be imposed by the Argentina Authorities as a result of the condition of or actions by Buyer or Merger Subsidiary; 7.1.4 this Agreement shall have been approved and adopted by the affirmative vote of the stockholders holders of a majority of the issued and outstanding Magic Shares; 7.1.5 no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the Merger or the effective operation of the business of the Company in accordance with and its Subsidiaries or the DGCL Buyer and its Subsidiaries after the Company's Certificate of Incorporation Effective Time, and no proceeding challenging this Agreement or the issuance of the IHK Common Stock pursuant transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Merger shall have been approved instituted by the affirmative vote of the shareholders of IHK in accordance with the applicable rules any person before any court, arbitrator or governmental body, agency or official and regulations of the Listing Marketbe pending; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect The Merger Agreement provides that the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are subject to the satisfaction or waiver of certain conditions, including the following conditions: following: (a) this the holders of at least a majority of the Shares shall have approved the Merger Agreement at a meeting of the Company's shareholders (the "Company Shareholders Approval") and a majority of the shareholders of Parent have approved the Merger Agreement and the transactions contemplated hereby shall have been approved and adopted by thereby (the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; "Parent Shareholders Approval"); (b) any waiting period (and any extension thereof) applicable to the consummation no government, court, tribunal, arbitrator, authority, agency, commission, stock exchange, self-regulatory organization, official or other instrumentality of the Merger under United States, any foreign country, supranational organization or any domestic or foreign state, county, city or other political subdivision, including, without limitation, the HSR Act shall have expired Commission or been terminated; the Internal Revenue Service (ca "Governmental or Regulatory Authority") no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Lawlaw or order (whether temporary, rule, regulation, executive order preliminary or Order permanent) which is then in effect and has the effect of restraining or making the Merger illegal or otherwise restricting, preventing or prohibiting consummation of the Merger; ; (c) the Purchaser shall have previously accepted for payment and paid for the Shares pursuant to the Offer; (d) the Registration Statement Company's net external debt shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; not exceed $14 million; (e) the shares net assets of IHK Common Stock to the Company and its subsidiaries on a consolidated basis shall not be issued less than $5 million; (f) each of the representations and warranties made by the Company shall be true and correct in all material respects; and (g) the parties shall have performed and complied with, in all material respects, each agreement, covenant and obligation required in the Merger Agreement. Net external debt shall include all overdrafts, borrowings, indebtedness for borrowed money, loans, debt, hire purchase, finance leases and pursuant similar commitments to Substitute Options shall have been authorized for listing on third parties (other than trade payables, accrued payroll and related benefits, accrued charges related to the Listing Marketrestructuring or related activities, subject other accrued expenses and income taxes payable, incurred in the ordinary course of business consistent with past practice) owed by the Company or its subsidiaries to official notice any person other than the Company or its subsidiaries less all cash balances held by the Company or its subsidiaries with any person other than the Company or its subsidiaries. Any reduction in cash balances arising from restructuring actions taken prior to the effective time of issuance; and the Merger (f) Merger Sub shall have purchased shares the "Effective Time"), upon the mutual agreement of Company Common Stock pursuant and Parent, evidenced by the prior written consent of Parent that such actions are to be excluded from the calculation of net external debt, shall be excluded from the calculation of net external debt. Any reduction in net assets arising from restructuring actions taken prior to the OfferEffective Time, upon the mutual agreement of the Company and Parent, shall be excluded from the calculation of net assets.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to Each Party's Obligation the Obligations of SpinCo, the Company, RMT Partner and Merger Sub to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each Party to consummate the Merger are shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law, waiver by the Company and RMT Partner) at or prior to the Closing of the following conditions: (a) this Agreement (i) Any applicable waiting period under the HSR Act with respect to the Merger shall have expired or been terminated; and (ii) any required consents, authorizations, approvals, orders, filings and declarations required to be obtained prior to the transactions contemplated hereby consummation of the Merger from a Governmental Authority under a Law set forth on Section 8.1(a) of the RMT Partner Disclosure Schedule (each, a “Requisite Regulatory Approval”) shall have been approved filed, occurred or been obtained (or any applicable waiting period thereunder shall have expired or been terminated), as applicable, without the imposition of any Burdensome Condition; (b) The Separation and adopted by the affirmative vote of the stockholders of the Company Distribution shall have been consummated in accordance with the DGCL terms of the Separation Agreement in all material respects; (c) Each of the RMT Partner Registration Statement and the Company's Certificate SpinCo Registration Statement shall have become effective in accordance with the Securities Act or the Exchange Act, as applicable, and none shall be the subject of Incorporation and any stop order by the issuance SEC or actual or threatened proceedings by a Governmental Authority seeking such a stop order; (i) No Governmental Authority of competent jurisdiction in the United States or in any jurisdiction set forth on Section 8.1(d) of the IHK SpinCo Disclosure Schedule shall have enacted, issued or promulgated any law, statute, code, ordinance, rule or regulation, (ii) no Governmental Authority of competent jurisdiction in any jurisdiction where either SpinCo or RMT Partner conducts non de minimis operations or owns non de minimis amounts of assets shall have enacted, issued or promulgated after the date of this Agreement any law, statute, code, ordinance, rule or regulation and (iii) no Governmental Authority of competent jurisdiction shall have issued or granted any Order or injunction whether temporary, preliminary or permanent, in each of cases (i), (ii) and (iii), that remains in effect and that has the effect of restraining, enjoining or prohibiting the consummation of the Separation, the Distribution or the Merger (each, a “Legal Restraint”); (e) The RMT Partner Stockholder Approval shall have been obtained; and (f) The shares of RMT Partner Common Stock to be issued to the holders of shares of SpinCo Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNYSE, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect 7.1 CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE MERGER. Unless waived, in whole or in part, by the Merger. The applicable party, the respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement and No proceeding in respect of the transactions contemplated hereby Proxy Statement shall have been approved and adopted initiated or threatened by the affirmative vote SEC. (b) This Agreement, the Merger, the increase in the authorized capital stock of FLCI required to consummate the stockholders of the Company in accordance with the DGCL Merger, and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger Re-incorporation shall have been approved by the affirmative requisite vote of the shareholders stockholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated;FLCI. (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any LawNo statute, rule, regulation, executive order order, decree or Order injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Authority of competent jurisdiction which is then in effect and has the effect of restraining or making the Merger illegal restrains, enjoins or otherwise prohibiting prohibits the consummation of the Merger;; PROVIDED, HOWEVER, that USOL and FLCI shall use their reasonable best efforts to have any such order, decree or injunction vacated. (d) the Registration Statement FLCI and USOL shall have been declared effectivereceived the written opinion of Jenkens & Gilchrist, in form and no stop order suspending substance reasonably satisfactory to each ▇▇ ▇▇▇▇ ▇o the effectiveness effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Registration Statement shall be in effect;Code. (e) the The shares of IHK FLCI Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing quotation on the Listing MarketNasdaq, subject to official notice of issuance; and. (f) Merger Sub All corporate and other proceedings and actions taken in connection with this Agreement and all certificates, opinions, agreements, instruments, and documents mentioned in this Agreement or incident to any such transactions shall have purchased shares of Company Common Stock pursuant been delivered to the Offerappropriate party or third party, and be reasonably satisfactory in form and substance to USOL, FLCI, and their respective counsel. (g) There shall not have occurred and be continuing at any time within 30 days prior to the proposed Effective Time (i) any suspension in trading on Nasdaq, any fixing of minimum or maximum prices for trading on Nasdaq by the NASD or SEC or any other Governmental Authority, (ii) the declaration of a banking moratorium by federal, Oregon, Colorado or Texas Governmental Authorities; (ii) an outbreak or major escalation of hostilities between the United States and any foreign power or other insurrection or armed conflict involving the United States.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the MergerSection 8.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or prior to the Closing of the following conditions, any of which may be waived if waived in writing by both Parent and the Company: (a) this Agreement The holders of issued and the transactions contemplated hereby outstanding shares of Company Common Stock shall have been duly adopted and approved and adopted by the affirmative vote of the stockholders of the Company this Agreement, all in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;law. (b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any waiting period (and any extension thereof) applicable to Governmental Authority which prohibits the consummation of the Merger substantially on the terms contemplated hereby. In the event any order, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction. (c) The Registration Statement shall have been declared effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect. (d) Any applicable waiting period under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered terminated and any Law, rule, regulation, executive order or Order which is then in effect other Company Required Approvals and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement Parent Required Approvals shall have been declared effectiveobtained, except where the failure to obtain such other Company Required Approvals and no stop order suspending Parent Required Approvals would not have a Material Adverse Effect on the effectiveness of Company or Parent, as the Registration Statement shall be in effect;case may be. (e) Each of the shares Company and Parent shall have received an opinion of IHK Common Stock its tax counsel, ▇▇▇▇▇▇ Godward LLP and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., respectively, in form and substance reasonably satisfactory to it, and dated as of the Effective Time, to the effect that the Merger will qualify for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; PROVIDED, HOWEVER, that if either tax counsel to Parent (▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.) or tax counsel to the Company (▇▇▇▇▇▇ Godward LLP) does not render such opinion or renders but withdraws such opinion, this condition shall nonetheless be deemed to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant satisfied if counsel to the OfferCompany (▇▇▇▇▇▇ Godward LLP) renders, and does not withdraw, such opinion to Parent or tax counsel to Parent (▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.) renders, and does not withdraw, such opinion to the Company. In rendering such opinions, Cooley Godward LLP and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. may rely upon representations of officers of the Company and Parent referred to in Section 7.3(a)(v).

Conditions to the Merger. SECTION 7.01 Section 6.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Company and Merger Sub Parent to consummate the Merger are subject to the satisfaction (or waiver by the party for whose benefit the applicable condition exists) of the following conditions: (ai) this Agreement and the transactions contemplated hereby hereby, including the Merger, shall have been approved and adopted by the affirmative vote of the stockholders shareholders of the Company in accordance with by the DGCL Company Requisite Vote and (ii) the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger Capital Increase shall have been approved by the affirmative vote of the shareholders of IHK in accordance with Parent by the applicable rules and regulations of the Listing MarketParent Requisite Vote; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and the EU Merger Regulations relating to the transactions contemplated by this Agreement shall have expired expired, and all consents, waivers, approvals and authorizations required to be obtained, and all filings or notices required to be, made by the Company, Parent or any of their Subsidiaries under any other applicable Antitrust Law in connection with the transactions contemplated in this Agreement shall have been terminated;obtained from or made with all required Governmental Authorities, except for such consents, waivers, approvals or authorizations which the failure to obtain, or such filings or notices which the failure to make, would not have a Material Adverse Effect on the Company, Parent or the Surviving Corporation. (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) (i) the Registration Statement Form F-4 and Form F-6 shall have been declared effective, effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement Form F-4 and Form F-6 shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC and (ii) Parent shall have received appropriate decisions and visas from the CMF and the COB; (e) the shares of IHK Common Stock Parent ADSs to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing New York Stock Exchange or the Nasdaq Stock Market's National Market System, subject to official notice of issuance; and (f) the SNC Common Stock shall represent control of the Company within the meaning of Section 368(c) of the Code. Section 6.02. Conditions to the Obligations of Parent and Merger Sub Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver by Parent) of the following further conditions: (i) the Company shall have purchased shares performed in all material respects all of Company Common Stock pursuant its obligations and complied in all material respects with all of its covenants hereunder required to be performed or complied with by it at or prior to the OfferEffective Time and (ii) the representations and warranties of the Company contained in this Agreement (which representations and warranties shall be deemed, for purposes of this condition, to include any qualifications with respect to materiality, including references to Material Adverse Effect) shall be true and correct at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a particular date, which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not have a Material Adverse Effect on the Company; and Parent shall have received a certificate signed by an executive officer of the Company to the effect set forth in clauses (i) and (ii); (b) Parent shall have received an opinion from Hogan & Hartson L.L.P., counsel to Parent, in form and ▇▇▇▇tance ▇▇▇▇onably satisfactory to Parent, dated as of the Effective Time, substantially to the effect that the Merger should constitute a reorganization for United States federal income tax purposes within the meaning of Section 368(a) of the Code. In rendering such opinion, Hogan & Hartson L.L.P. may rely upon representations c▇▇▇▇▇ned ▇▇ ▇▇▇tificates of officers of Parent, Merger Subsidiary and the Company substantially in the forms annexed as Exhibit D to this Agreement; or (c) there shall not have been a material breach of the Company Stockholder Voting Agreement by the Designated Company Stockholders. Section 6.03. Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions: (i) Parent shall have performed in all material respects all of its obligations and complied in all material respects with all of its covenants hereunder required to be performed or complied with by it at or prior to the Effective Time and (ii) the representations and warranties of Parent contained in this Agreement (which representations and warranties shall be deemed, for purposes of this condition, not to include any qualifications with respect to materiality, including references to Material Adverse Effect) shall be true and correct at and as of the Effective Time, as if made at and as of such time (other than representations and warranties that address matters only as of a particular date which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not have a Material Adverse Effect on Parent; and the Company shall have received a certificate signed by an executive officer of Parent to the effect set forth in clauses (i) and (ii); (b) The Company shall have received an opinion from Weil, Gotshal & Manges LLP, counsel to the Company, in form and substa▇▇▇ ▇▇asonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that the Merger should constitute a reorganization for United States federal income tax purposes within the meaning of Section 368(a) of the Code. In rendering such opinion, Weil, Gotshal & Manges LLP may rely upon representations contained in ▇▇▇▇▇▇icates of officers of Parent, Merger Subsidiary and the Company substantially in the forms thereof annexed as Exhibit D to this Agreement; or (c) there shall not have been a material breach of the Parent Stockholder Voting Agreement by the Designated Parent Stockholder.

Conditions to the Merger. SECTION 7.01 Section 6.1 Conditions to the Obligations of Each Party's Obligation Party to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) to the extent required by Delaware Law and the certificate of incorporation of Edge, this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the stockholders holders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketShares; (b) any the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has preventing the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the (i) shares of Parent Common Stock issuable to holders of Edge Common Stock and Units and the shares of Parent Preferred Stock issuable to the holders of Edge Preferred Stock pursuant to the Merger, (ii) shares of Parent Common Stock issuable to holders of Parent Preferred Stock upon conversion thereof and (iii) shares of Parent Common Stock issuable upon the exercise of Options, shall have been approved for listing on the NYSE, subject to official notice of issuance; and (e) the Registration Statement shall have been declared effectivebecome effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be have been issued in the Merger and pursuant to Substitute Options no proceedings for that purpose shall have been authorized for listing on initiated or threatened by the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the OfferSEC.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and parties to the Merger Sub Agreement to consummate the Merger are subject to the satisfaction or, if permitted under applicable law, waiver, of the following conditions: (a) this Agreement , which are referred to as the Joint Conditions to the Merger: • the consummation in all material respects of the Reorganization, the Separation and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company Distribution in accordance with the DGCL Separation Agreement; • the effectiveness of the registration statement of LMI and the Company's Certificate registration statement of Incorporation GetGo and the issuance absence of any stop order issued by the SEC or any pending proceeding before the SEC seeking a stop order with respect thereto; Table of Contents • the approval for listing on the NASDAQ Global Select Market of the IHK Common Stock pursuant shares of LMI common stock to be issued in the Merger; • the approval by LMI stockholders of the Share Issuance; • the expiration or termination of any applicable waiting period under the HSR Act; • consent of the FCC and certain other state communications authorities; and • the absence of any law or order by a governmental authority that enjoins or makes illegal the consummation of the Reorganization, the Distribution or the Merger. LMI’s and ▇▇▇▇▇▇ Sub’s obligations to effect the Merger are subject to the Merger shall have been approved satisfaction or, if permitted by the affirmative vote applicable law, waiver, of the shareholders following additional conditions: • the performance or compliance in all material respects by Citrix and GetGo of IHK in accordance all covenants required to be complied with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable or performed by them on or prior to the consummation effective time of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (Merger Agreement; • the truthfulness and correctness in all material respects of Citrix’s representations and warranties with respect to corporate existence and power and authority, corporate organization, approvals, certain subsidiaries and brokers as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation date of the Merger; (d) ; • the Registration Statement shall have been declared effective, truthfulness and no stop order suspending correctness in all respects of Citrix’s representations and warranties with respect to the effectiveness capital stock of GetGo as of the Registration Statement shall be date of the Merger (except for de minimis deviations); • the truthfulness and correctness in effect; (e) the shares all respects of IHK Common Stock to be issued all other representations and warranties made by Citrix in the Merger Agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) as of the date of the Merger (except for certain representations and pursuant warranties that by their terms address matters only as of a specified date, which are to Substitute Options shall be true and correct only as of such specified date), except as would not have been authorized for listing a material adverse effect on the Listing MarketGoTo Business; • the receipt by LMI of the LMI Merger Tax Opinion, and copies of the Distribution Tax Opinion and the Citrix Merger Tax Opinion; • execution and delivery of the Loan Agreement by Citrix (which condition LMI and Citrix have waived); • the execution by ▇▇▇▇▇ and delivery by Citrix of a certificate stating that the interests of GetGo are not U.S. real property interests for purposes of certain U.S. Treasury regulations; and • the entry by Citrix and GetGo into all other applicable documents relating to the Transactions, and performance in all material respects of all covenants thereunder to be performed or complied with prior to the closing of the Merger. Citrix’s and GetGo’s obligations to effect the Merger are subject to official notice the satisfaction or, if permitted by applicable law, waiver, of issuancethe following additional conditions: • the performance or compliance in all material respects by LMI of all covenants required to be complied with or performed by it on or prior to the effective time of the Merger under the Merger Agreement; and • the truthfulness and correctness in all material respects of LMI’s representations and warranties with respect to corporate existence and power and authority, corporate organization, approvals and brokers as of the date of the Merger; • the truthfulness and correctness in all respects of LMI’s representations and warranties with respect to the capital stock of LMI as of the date of the Merger (fexcept for de minimis deviations); • the truthfulness and correctness in all respects of all other representations and warranties made by LMI in the Merger Agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date), except as would not have a material adverse effect on LMI; Table of Contents • the receipt by Citrix of the Distribution Tax Opinion and the Citrix Merger Tax Opinion, and a copy of the LMI Merger Tax Opinion; and • the entry by LMI and Merger Sub shall have purchased shares of Company Common Stock pursuant into all applicable other documents related to the OfferTransaction, and performance in all material respects of all covenants thereunder to be performed or complied with prior to the closing of the Merger.

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) at or prior to the Closing of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketlaw; (b) no provision of any waiting period (applicable law or regulation and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedjudgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (dc) the Registration Statement Form S-4 shall have been declared effectiveeffective under the Securities Act of 1933, as amended (the "1933 ACT") and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effect;effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (ed) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNNM, subject to official notice of issuance, if required; and Section 8.2 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (for, to the extent legally permissible, waiver) Merger Sub of the following further conditions: (i) the Company shall have purchased shares performed in all material respects all of Company Common Stock pursuant its obligations and covenants hereunder required to be performed by it at or prior to the Offer.Effective Time, (ii) the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made on the Closing Date (provided that any such representation and warranty made as of a specific date shall be true and correct as of such specific date), except for such inaccuracies that individually or in the aggregate do not have a Material Adverse Effect on the Company as of the Closing Date and except for changes contemplated by this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded, and any update of or modification to the Company Disclosure Letter made or proposed to have been made after the execution of this Agreement shall be disregarded), and (iii) Parent shall have received a certificate signed by the chief executive officer of the Company to the foregoing effect; (b) the Company shall have received all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby in connection with the agreements, contracts, licenses or leases set forth in Section 4.5 of the Disclosure Schedule;

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the CompanyFMFK, IHK OLYMPIC and Merger Sub MERGER SUB to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) at or prior to the Closing of the following conditions: (a) this Agreement and the transactions contemplated hereby OLYMPIC shall have been approved obtained OLYMPIC Stockholder Approval and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger FMFK shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketobtained FMFK Stockholder Approval; (b) No provision of any waiting period (applicable law or regulation and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedjudgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (c) All required approvals, applications or notices with governmental entities and/or self-regulatory agencies shall have been obtained, including, without limitation, the NASD (the "Approvals"), except those Approvals the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on OLYMPIC or FMFK; (d) the Registration Statement The Form S-4 shall have been declared effective, effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the The shares of IHK FMFK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketOTC, subject to official notice of issuance, if required and FMFK shall have obtained approval, in accordance with the NJBCA, to increase its authorized shares of Common Stock to allow for the issuance of the Merger Consideration and the Proposed Financing; (f) As of the Closing Date, to be effective as of the Effective Time, (i) the Board of Directors of FMFK will consist of Messrs. Mark Goldwasser, Victor Kurylak, ▇▇▇ ▇▇▇▇▇ ▇▇▇ig▇▇▇▇ ▇▇ ▇▇▇▇ ▇f OLYMPIC and FMFK and one other mutually agreed upon designee, who shall serve as chairman (and who shall not be any one of the four named foregoing persons), (ii) the Board of Directors of the FMFK Subsidiaries (including the Surviving Corporation and its subsidiaries) shall consist of Messrs. Mark Goldwasser and Victor Kury▇▇▇, (▇▇▇) ▇▇▇▇pt as ▇▇▇ ▇▇▇▇▇ ▇▇ Section 3.4, the officers of OLYMPIC and the OLYMPIC Subsidiaries (including the Surviving Corporation and its subsidiaries) shall consist of those persons who are officers of such entities as of the Effective Date, except that Robert Daskal shall be the Chie▇ ▇▇▇▇▇▇▇▇▇ ▇fficer of OLYMPIC; (g) OLYMPIC and/or FMFK shall have successfully consummated a financing (of equity, debt or a combination thereof) or series of related financing between the date of this Agreement and the Effective Date of no less than $4 million of gross proceeds in the aggregate upon terms mutually acceptable to them (the "Proposed Financing"); (h) FMFK shall have entered into written employment agreements with Messrs. Victor Kurylak and Mark Goldwas▇▇▇ ▇▇ ▇▇▇▇ ▇▇d sub▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agreeable, which employment agreements shall (x) other than their specific titles, be identical on all terms and conditions and (y) specify that neither shall report to each other, but only to the Board of Directors of FMFK; (i) No office of either National or FMSC conducting securities brokerage business with (i) revenues that constitute more than 10% of the consolidated revenues of OLYMPIC or FMFK, respectively, in the most recent fiscal quarter or (ii) registered representatives representing more than 10% of the total registered representatives of National or FMSC, respectively, terminated their employment or affiliation with National or FMSC, as the case may be; (j) FMFK shall have entered into a separation and release agreement with Mr. Herb Kurinsky pursuant to w▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ shall have termina▇▇▇ ▇▇▇ ▇▇▇▇oyment agreement and status as a director with FMFK in form and substance reasonably acceptable to OLYMPIC and FMFK; and (fk) Merger Sub Each of the Agreeing Parties' respective clearing firms shall have purchased shares agreed that the transactions contemplated by this Agreement do not trigger acceleration of Company Common Stock pursuant indebtedness thereunder or shall otherwise modify their existing clearing arrangements to consolidate same or made such other arrangements reasonably acceptable to OLYMPIC and FMFK shall have agreed to continue to provide clearing services to National and FMSC following the OfferMerger upon terms acceptable to FMFK.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at the Effective Time of the following condition: (a) no preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction nor any statute, rule, regulation or order entered, promulgated or enacted by any governmental, regulatory or administrative agency or authority shall be in effect that would prevent the consummation of the Merger as contemplated hereby. SECTION 8.02 Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions: (a) Parent and Acquistion shall have performed and complied in all material respects with all obligations and agreements required to be performed and complied with by it under this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant at or prior to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketEffective Time; (b) any waiting period (the representations and any extension thereof) applicable to the consummation warranties of Parent and Acquisition contained in this Agreement shall be true and correct in all material respects at and as of the Merger under the HSR Act shall have expired Effective Time as if made at and as of such date, except as otherwise contemplated or been terminatedpermitted by this Agreement; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States Company shall have enactedreceived a certificate signed by the Chief Executive Officer of Parent, issueddated as of the Effective Time, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has to the effect of restraining or making that the Merger illegal or otherwise prohibiting consummation of the Mergerconditions set forth in paragraphs (a) and (b) above have been satisfied; (d) the Registration Statement Merger shall have been declared effective, duly approved by holders of (i) Company Common Stock and no stop order suspending the effectiveness of the Registration Statement shall be in effect;(ii) Company Preferred Stock; and (e) the shares Company shall have received the opinion of IHK Common Stock ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel to Parent and Acquisition, substantially in the form of Exhibit D attached hereto. SECTION 8.03 Conditions to the Obligation of Parent and Acquisition to Effect the Merger. The obligation of Parent and Acquisition to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions: (a) The Company shall have performed and complied in all material respects with all obligations and agreements required to be issued performed and complied with by it under this Agreement at or prior to the Effective Time; (b) The representations and warranties of the Company and the Shareholders contained in this Agreement shall be true and correct in all material respects at and as of the Merger Effective Time as if made at and pursuant to Substitute Options as of such date, except as otherwise contemplated or permitted by this Agreement; (c) Parent shall have received a certificate signed by the Chairman and Chief Executive Officer of the Company, dated as of the Effective Time, (i) to the effect that the conditions set forth in paragraphs (a) and (b) above have been authorized for listing satisfied and (ii) certifying with respect to the amount of Borrowings as of the Effective Time; (d) Parent shall have received reasonable assurance that all relationships with Contract Parties and Major Suppliers shall remain in force after the Effective Time upon substantially the same terms in effect prior to the Merger, except where any failure to receive such assurance would not have a Material Adverse Effect on the Listing MarketCompany or the Surviving Corporation, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to and that the Offer.employees identified on Schedule 8.03

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the CompanyFMFK, IHK OLYMPIC and Merger Sub MERGER SUB to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) at or prior to the Closing of the following conditions: (a) this Agreement and the transactions contemplated hereby OLYMPIC shall have been approved obtained OLYMPIC Stockholder Approval and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger FMFK shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketobtained FMFK Stockholder Approval; (b) No provision of any waiting period (applicable law or regulation and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedjudgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (c) All required approvals, applications or notices with governmental entities and/or self-regulatory agencies shall have been obtained, including, without limitation, the NASD (the "Approvals"), except those Approvals the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on OLYMPIC or FMFK; (d) the Registration Statement The Form S-4 shall have been declared effective, effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the The shares of IHK FMFK Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketOTC, subject to official notice of issuance, if required and FMFK shall have obtained approval, in accordance with the NJBCA, to increase its authorized shares of Common Stock to allow for the issuance of the Merger Consideration and the Proposed Financing; (f) As of the Closing Date, to be effective as of the Effective Time, (i) the Board of Directors of FMFK will consist of Messrs. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, two other designees of each of OLYMPIC and FMFK and one other mutually agreed upon designee, who shall serve as chairman (and who shall not be any one of the four named foregoing persons), (ii) the Board of Directors of the FMFK Subsidiaries (including the Surviving Corporation and its subsidiaries) shall consist of Messrs. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (iii) except as set forth in Section 3.4, the officers of OLYMPIC and the OLYMPIC Subsidiaries (including the Surviving Corporation and its subsidiaries) shall consist of those persons who are officers of such entities as of the Effective Date, except that ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be the Chief Financial Officer of OLYMPIC; (g) OLYMPIC and/or FMFK shall have successfully consummated a financing (of equity, debt or a combination thereof) or series of related financing between the date of this Agreement and the Effective Date of no less than $4 million of gross proceeds in the aggregate upon terms mutually acceptable to them (the "Proposed Financing"); (h) FMFK shall have entered into written employment agreements with Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ in form and substance mutually agreeable, which employment agreements shall (x) other than their specific titles, be identical on all terms and conditions and (y) specify that neither shall report to each other, but only to the Board of Directors of FMFK; (i) No office of either National or FMSC conducting securities brokerage business with (i) revenues that constitute more than 10% of the consolidated revenues of OLYMPIC or FMFK, respectively, in the most recent fiscal quarter or (ii) registered representatives representing more than 10% of the total registered representatives of National or FMSC, respectively, terminated their employment or affiliation with National or FMSC, as the case may be; (j) FMFK shall have entered into a separation and release agreement with ▇▇. ▇▇▇▇ Kurinsky pursuant to which ▇▇. ▇▇▇▇▇▇▇▇ shall have terminated his employment agreement and status as a director with FMFK in form and substance reasonably acceptable to OLYMPIC and FMFK; and (fk) Merger Sub Each of the Agreeing Parties' respective clearing firms shall have purchased shares agreed that the transactions contemplated by this Agreement do not trigger acceleration of Company Common Stock pursuant indebtedness thereunder or shall otherwise modify their existing clearing arrangements to consolidate same or made such other arrangements reasonably acceptable to OLYMPIC and FMFK shall have agreed to continue to provide clearing services to National and FMSC following the OfferMerger upon terms acceptable to FMFK.

Conditions to the Merger. SECTION 7.01 Section 8.1. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. Party The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby Company Stockholder Approval, the Merger Sub Stockholder Approval, and, if required, the Parent Stockholder Approval shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Marketobtained; (b) no temporary restraining order, preliminary or permanent injunction or other order issued by any waiting period court of competent jurisdiction or statute, rule or regulation (and any extension thereofcollectively, "RESTRAINTS") applicable to preventing the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (ec) the shares of IHK Parent Common Stock issuable to the holders of the Company Common Stock, other than the shares to be issued to shareholders of the Company who are not "affiliates" as contemplated in Section 7.4 but who are "Major Shareholders" who executed the Stockholders Agreement in the Merger and pursuant to Substitute Options Merger, shall have been authorized approved for listing on the Listing NASDAQ National Market, subject to official notice of issuance; and (d) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any other federal and material "blue sky" and other state securities laws applicable to the issuance of the shares of Parent Common Stock shall have been complied with. (e) any Disputed Amount of any Unindemnified Common Stock Purchase Agreement Loss shall have been resolved by an arbitration award in accordance with the provisions of Section 6.19 hereof. (f) the consent of the holders of Company Preferred Stock to the transactions described in Section 2.6(b), the consent of the holders of Tiburon Justice Systems, Inc. Series A Preferred Stock to the transactions described in Section 2.6(c), and the consent of the holders of warrants to purchase Company Common Stock to the transactions described in Section 2.6(d) shall have been obtained. (g) There shall not be pending any action by any Governmental Entity or any statute, rule or regulation of any Governmental Entity of competent jurisdiction (i) challenging or seeking to make, or having the effect of making, illegal or to restrain or prohibit the consummation by Parent, Company, or Merger Sub of the Merger, seeking to obtain material damages or imposing any material adverse conditions in connection therewith, (ii) seeking to restrain or prohibit, or having the effect of restraining or prohibiting, Parent's or Merger Sub's ownership or operation (or that of their respective subsidiaries or affiliates) of all or any material portion of the business or assets of the Company and its subsidiaries, or, in connection with the Merger, of Parent and its subsidiaries or affiliates, or to compel Parent or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its subsidiaries, or, in connection with the Merger, of Parent and its subsidiaries and affiliates, (iii) seeking to impose, or having the effect of imposing, material limitations on the ability of Parent or any of its subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares (excluding statutes, rules or regulations, such as securities laws, pertaining to limitations on the acquisition, holding or disposition of securities generally), including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or affiliates on all matters properly presented to the Company's stockholders, (iv) seeking to require, or having the effect of requiring, divestiture by Parent or any of its subsidiaries or affiliates of any Shares, or (v) seeking to prohibit, or having the effect of prohibiting, Parent or any of its subsidiaries from effectively controlling in any material respect the business and operations of the Company; and (h) closing under both the Common Stock Purchase Agreement and the Preferred Stock Purchase Agreement shall have occurred. Section 8.2. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction of the following conditions: (a) Parent shall, in the exercise of its sole and absolute discretion, have elected to consummate the Merger and shall have delivered to the Company the Parent's Notice of Merger Election. (b) The Company shall have performed in all material respects all material obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (c) Parent shall have received the agreements referred to in Section 7.4. (d) The Parent and Merger Sub shall have purchased shares been furnished with the opinions of Company Common Stock pursuant Ober, Kaler, Grimes & Shriver and Hopkins & Carley, counsel to the OfferCompany ("▇▇▇▇▇el ▇▇▇ ▇▇▇ Comp▇▇▇"), dat▇▇ ▇▇▇ Closing Date, in the forms attached hereto as Exhibit 8.2.

Conditions to the Merger. SECTION Section 7.01 Conditions to Each Party's Obligation Obligations to Effect the Merger. The respective obligations of the Company, IHK Company and Merger Sub the Parent Companies to consummate the Merger are shall be subject to the satisfaction fulfillment, at or prior to the Effective Time, of the following conditions:conditions (any of which may be waived, to the extent permitted by Law, in writing, in whole or in part, by the Company or the Parent Companies): (a) this Agreement and the transactions contemplated hereby The Company Stockholder Approval shall have been approved and adopted by the affirmative vote of the stockholders of the Company obtained in accordance with the DGCL applicable Laws and the Company's Certificate of Incorporation and the issuance Organizational Documents of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketCompany; (b) There shall not be pending any waiting period (and action, suit or proceeding brought by any extension thereof) applicable Governmental Authority which challenges or seeks to the consummation of enjoin the Merger under or the HSR Act shall have expired other transactions contemplated hereby. No court or been terminated; (c) no other Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or Authority having jurisdiction in over the United States Company or Parent, or any of their respective Subsidiaries, shall have enacted, issued, promulgated, enforced or entered any LawLaw (whether temporary, rule, regulation, executive order preliminary or Order permanent) which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation any of the Mergertransactions contemplated hereby illegal; (c) Any applicable waiting period under the HSR Act and other applicable Antitrust Laws, if any, shall have expired or been terminated and all consents, approvals, orders or authorizations under Antitrust Laws, if any, shall have been obtained; (d) the The Registration Statement shall have been declared effective, become effective under the Securities Act and no will not be the subject of any stop order suspending the effectiveness of the Registration Statement shall be in effect;or proceedings seeking a stop order; and (e) The Parent Ordinary Shares issuable to the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options Company's stockholders as contemplated by this Agreement shall have been authorized approved for listing on the Listing MarketNASDAQ, subject to official notice of issuance. Section 7.02 Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of the following additional conditions (any of which may be waived, to the extent permitted by Law, in writing, in whole or in part, by the Company): (a) The representations and warranties of the Parent Companies contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Parent Material Adverse Effect contained in any specific representation or warranty) as of the Effective Time with the same effect as though made as of the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where any such failure of the representations and warranties to be true and correct in the aggregate could not reasonably be expected to have a Parent Material Adverse Effect; (b) The Parent Companies shall have performed in all material respects all obligations and shall have complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time; (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or Chief Financial Officer, certifying as to the fulfillment of the conditions set forth in subsections (a) and (b) of this Section 7.02; and (d) The Company shall have received an opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ofessional Corporation, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the basis of customary facts, representations and assumptions set forth in such opinion, to the effect that the Merger shall be treated for Federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that Parent, HoldCo and the Company will each be a party to the reorganization within the meaning of Section 368(a) of the Code and Parent will be treated as a corporation under Section 367(a) of the Code. In rendering such opinion, Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ofessional Corporation, may require and rely upon representations and covenants substantially in the form of those contained in Parent's and the Company's officer's certificates attached hereto as Exhibits D and E, respectively. Section 7.03 Conditions to Obligation of the Parent Companies to Effect the Merger. The obligation of the Parent Companies to effect the Merger shall be subject to the fulfillment, at or prior to the Effective Time, of the following additional conditions (any of which may be waived, to the extent permitted by Law, in writing, in whole or in part, by the Company): (a) The representations and warranties of the Company contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Company Material Adverse Effect contained in any specific representation or warranty) as of the Effective Time with the same effect as though made as of the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where any such failure of the representations and warranties to be true and correct in the aggregate could not reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed in all material respects all obligations and shall have complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time; (c) The Company shall have delivered to Parent a certificate, dated the Effective Time and signed by its Chief Executive Officer or Chief Financial Officer, certifying as to the fulfillment of the conditions set forth in clauses (a) and (b) of this Section 7.03; (d) The letters from Rule 145/Pooling Affiliates required by Section 6.13 to be delivered by the Company's affiliates, shall have been delivered; (e) Parent shall have received a letter from (i) Deloitte & Touche LLP, its independent accountants, stating that it is appropriate for Parent to apply pooling-of-interest business combination accounting to the Merger under Accounting Principles Board Opinion No. 16, if the Merger is consummated in accordance with the terms of this Agreement, and (ii) Deloitte & Touche LLP, the Company's independent accountants, stating that it is appropriate for the Company to apply pooling-of-interest business combination accounting to the Merger under Accounting Principles Board Opinion No. 16, if the Merger is consummated in accordance with its terms; and (f) Merger Sub Parent shall have purchased shares received an opinion of Company Common Stock pursuant Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, counsel to Parent, in form and substance reasonably satisfactory to Parent, on the basis of customary facts, representations and assumptions set forth in such opinion, to the Offereffect that the Merger shall be treated for Federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that Parent, HoldCo and the Company will each be a party to the reorganization within the meaning of Section 368(a) of the Code and Parent will be treated as a corporation under Section 367(a) of the Code. In rendering such opinion, Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇ may require and rely upon representations and covenants substantially in the form of those contained in Parent's and the Company's officer's certificates attached hereto as Exhibits D and E, respectively.

Conditions to the Merger. SECTION 7.01 Section 6.1. Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or prior to the Closing Date (or waiver, to the extent legally permitted, by the party for whose benefit the applicable condition exists) of the following conditions: (a) The holders of the issued and outstanding Jupiter Shares shall have duly adopted this Agreement Agreement, and the holders of the issued and outstanding shares of Media Metrix Common Stock shall have duly approved the Media Metrix Stockholder Proposals, all in accordance with applicable Law, the respective certificates of incorporation and bylaws of Jupiter and Media Metrix, and the rules of the Nasdaq. (b) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceedings for that purpose shall have been initiated or threatened by the SEC or any other Governmental Entity. (c) The shares of Media Metrix Common Stock issuable in the Merger shall have been approved for listing on the Nasdaq, subject only to official notice of issuance. (d) All regulatory approvals required to consummate the transactions contemplated hereby shall have been approved obtained and adopted by the affirmative vote of the stockholders of the Company shall be in accordance with the DGCL full force and the Company's Certificate of Incorporation effect and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK all statutory waiting periods in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act respect thereof shall have expired or been terminated; , other than any such regulatory approvals the failure to obtain which would not reasonably be likely, individually, in the aggregate or together with all other existing facts, events and circumstances, to result in any Material Adverse Effect on Jupiter (c) no Governmental Entity (as defined in Section 9.12(g)the case of Media Metrix's obligation to close) or court of competent jurisdiction located or having jurisdiction on Media Metrix (in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect case of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect;Jupiter's obligation to close). (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options No Law or Decree shall have been authorized for listing on enacted, entered, promulgated, or enforced by any court or Governmental Entity which prohibits or makes illegal the Listing Market, subject to official notice consummation of issuance; and (f) Merger Sub any of the transactions contemplated hereby. In the event any such Decree shall have purchased shares of Company Common Stock pursuant been issued, each party shall use its reasonable efforts to the Offer.remove such

Conditions to the Merger. SECTION 7.01 Section 9.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by received the affirmative vote Company Stockholder Approval; (b) no Applicable Law shall prohibit the consummation of the stockholders of Merger; and (c) any applicable waiting period under the Company HSR Act or under laws analogous to the HSR Act existing in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant foreign jurisdictions relating to the Merger shall have expired or been approved terminated with respect to the acquisition of the Company. Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the closing date, (ii) (A) the representations and warranties of the Company contained in Sections 4.02, 4.05 and 4.14 shall be true and correct at and as of the date hereof and at and as of the Closing Date as if made at and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), (B) the other representations and warranties set contained in Article 4 (disregarding for these purposes any exception in such representations and warranties relating to materiality or a Material Adverse Effect) shall be true and correct at and as of the date hereof and at and as of the Closing Date as if made at and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), except in the case of this clause (B) for such failures to be true and correct which have not had and would not have, individually or in the aggregate, a Material Adverse Effect; and (iii) Parent shall have received a certificate signed by the affirmative vote Chief Executive Officer of the shareholders of IHK in accordance with Company to the applicable rules and regulations of the Listing Marketforegoing effect; (b) there shall not have been instituted or pending any waiting period action or proceeding (and or any extension thereofinvestigation or other inquiry that could reasonably be expected to result in such action or proceeding) applicable by any Governmental Authority, domestic, foreign or supranational, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger under or seeking to obtain material damages or otherwise directly or indirectly relating to the HSR Act shall transactions contemplated by the Merger, (ii) seeking to restrain or prohibit Parent's, Merger Subsidiary's or any of Parent's other Affiliates' (A) ability effectively to exercise full rights of ownership of the Company Stock, including the right to vote any shares of Company Stock acquired or owned by Parent, Merger Subsidiary or any of Parent's other Affiliates following the Effective Time on all matters properly presented to the Company's stockholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole or (iv) that otherwise would be reasonably expected to have expired a Material Adverse Effect on the Company or been terminatedParent; (c) no Governmental Entity (as defined in Section 9.12(g)) there shall not have been any action taken, or court of competent jurisdiction located or having jurisdiction in the United States shall have any Applicable Law proposed, enacted, issuedenforced, promulgated, enforced issued or entered deemed applicable to the Merger, by any LawGovernmental Authority, rule, regulation, executive order or Order which is then in effect and has other than the effect application of restraining or making the waiting period provisions of the HSR Act to the Merger illegal and of laws analogous to the HSR Act existing in foreign jurisdictions, that, in the reasonable judgment of Parent, is likely, directly or otherwise prohibiting consummation indirectly, to result in any of the Mergerconsequences referred to in clauses (i) through (iv) of paragraph (b) above; (d) since the Registration Statement date of this Agreement, there shall not have occurred and be continuing as of or otherwise arisen before the Effective Time any event, occurrence or development of a state of circumstances or facts which, individually or in the aggregate, has had or could have a Material Adverse Effect on the Company; (i) the Company shall have been declared effective, and no stop order suspending (i) Freely Available Cash at least equal to the effectiveness amount of the Registration Statement Company Cash Deposit; (ii) have made the Company Cash Deposit using such Freely Available Cash in accordance with Section 2.03; and (iii) Parent shall be in have received a certificate signed by the Chief Financial Officer of the Company to the foregoing effect; (ei) if the shares Closing Date occurs (A) during the Company's fiscal November 2007 month, then the Company, as of IHK Common Stock to the close of its fiscal October 2007 month, will have unaudited Adjusted Working Capital of not less than $44,650,000, which shall be issued reflected in the Merger Adjusted Working Capital Statement for the October fiscal month, (B) during the Company's fiscal December 2007 month, then the Company, as of the close of its fiscal November 2007 month, will have unaudited Adjusted Working Capital of not less than $45,126,000, which shall be reflected in the Adjusted Working Capital Statement for the November fiscal month, (C) during the Company's fiscal January 2008 month, then the Company, as of the close of its fiscal December 2007 month, will have unaudited Adjusted Working Capital amount of not less than $48,300,000, which shall be reflected in the Adjusted Working Capital Statement for the December fiscal month, (D) during the Company's fiscal February 2008 month, then the Company, as of the close of its fiscal January 2008 month, will have unaudited Adjusted Working Capital amount of not less than $48,300,000, which shall be reflected in the Adjusted Working Capital Statement for the January fiscal month, (E) during the Company's fiscal March 2008 month, then the Company, as of the close of its fiscal February 2008, will have unaudited Adjusted Working Capital amount of not less than $48,300,000, which shall be reflected in the Adjusted Working Capital Statement for the February fiscal month, and pursuant to Substitute Options (F) after the close of the Company's fiscal March 2008 month, then the Company, as of the close of its fiscal March 2008, will have unaudited Adjusted Working Capital of not less than $48,300,000, which shall be reflected in the Adjusted Working Capital Statement for the March fiscal month, and (ii) Parent shall have received a certificate signed by the Chief Financial Officer of the Company to the foregoing effect. (g) Parent shall have received a certificate in the form contemplated by Section 897 of the Code and the regulations thereunder, signed by the Company, to the effect that the Company is not and has not been authorized for listing on within five (5) years of the Listing Market, subject to official notice date of issuancethe certificate a "United States real property holding corporation" within the meaning of Section 897 of the Code; and (fh) Merger Sub No Parent Environmental Termination Notice shall have purchased shares been timely delivered in accordance with Section 8.09 of Company Common Stock pursuant to the Offerthis Agreement.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions: (a) this Agreement and the transactions issuance of the Merger Consideration pursuant to the terms of the Merger, as the case may be, contemplated hereby shall have been approved and adopted by the requisite affirmative vote of (i) the stockholders shareholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of (ii) the shareholders of IHK Parent in accordance with the applicable rules and regulations of the Listing MarketOTC, the DGCL and Parent's Certificate of Incorporation; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Lawlaw, rule, regulation, judgment, decree, executive order or Order award (an "Order") which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (c) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from and made with all Governmental Entities; and (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock Merger Consideration to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketOTC, subject to official notice of issuance. SECTION 7.02. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except where failure to be so true and correct would not have a Company Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, except where failure to be so true and correct would not have a Company Material Adverse Effect, and Parent shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to such effect; (b) the Company shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except where the failure to so comply would not have a Company Material Adverse Effect, and Parent shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to that effect; and (fc) Parent shall have received the opinion of Shearman & Sterling, counsel to the Company. SECTION 7.03. Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct as of the Effective Time, as though made on and as of the Effective Time, except where the failure to be so true and correct would not have a Parent Material Adverse Effect, and except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date, except where the failure to be so true and correct would not have a Parent Material Adverse Effect, and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to such effect; (b) Parent and Merger Sub shall have purchased performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except where the failure to comply would not have a Parent Material Adverse Effect, and the Company shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to that effect; (c) Parent shall have completed the cancellation of 4,000,000 of its common shares of Company Common Stock pursuant to a share cancellation agreement; (d) V C Advantage Limited Partnership shall have invested $6,999,999.00 in the OfferCompany; (e) Parent shall have entered into an appropriate agreement obligating the Surviving Corporation to initiate a takeover bid for CMeRun (Alberta) Ltd. in Alberta, Canada in accordance with the terms set forth in the acquisition agreement by and between the Company and CMeRun (Alberta) Ltd.; (f) The stockholders of Parent shall have entered into acquisition agreements with C Me Run Alberta and lock-up agreements with shareholders of C Me Run Alberta, each of which is reasonably satisfactory to the Company; (g) The Company shall have received an officer's certificate, in a form reasonably satisfactory to the Company, from an officer of Parent; and (h) The Company shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., counsel to Parent.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. Merger The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced issued or entered any Laworder, rulewrit, regulationinjunction or decree, executive order or Order and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting its consummation; (b) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a Parent Material Adverse Effect or a Company Material Adverse Effect; (c) Parent, the Company, each Shareholder and the Escrow Agent shall have executed and delivered an Escrow Agreement substantially in the form attached hereto as Annex B (the "ESCROW AGREEMENT"). SECTION 8.02 Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger, or to permit the consummation of the MergerMerger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all material respects (other than representations and warranties subject to "materiality" or "material adverse effect" qualifiers, which shall be true, complete and correct in all respects) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which 46 42 address matters only as of a certain date which shall be so true, complete and correct as of such certain date), and, if the Effective Time shall occur on a date other than the date hereof, the Company shall have received a certificate of an officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and, if the Effective Time shall occur on a date other than the date hereof, the Company shall have received a certificate of an officer of Parent to such effect; (c) Parent shall have granted the Parent Stock Options listed on Schedule II hereto; (d) the Registration Statement Company shall have received a legal opinion from Brob▇▇▇, ▇▇le▇▇▇ & ▇arr▇▇▇▇ ▇▇▇, counsel to Parent, substantially in the form of Annex C hereto; and (e) As of the Effective Time, the Company shall have received from Parent and Merger Sub the following documents: (i) A certificate of existence and good standing from the state of incorporation as to the corporate status of each of Parent and Merger Sub; (ii) A true and complete copy of the resolutions, certified by the Secretary of Parent and Merger Sub, adopted on behalf of each of Parent and the Merger Sub authorizing the execution, delivery and performance of this Agreement and all transactions contemplated hereby; (iii) A certificate from each of Parent and Merger Sub's Secretary as to the incumbency and signatures of any of its officers who will execute documents at the Closing or who have executed the Agreement. SECTION 8.03 Conditions to the Obligations of Parent The obligations of Parent to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of the Company and the Shareholders contained in this Agreement shall be true, complete and correct in all material respects (other than representations and warranties subject to "materiality" or "material adverse effect" qualifiers, which shall be true, complete and correct in all respects) both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be so true, complete and correct as of such certain date), and, if the Effective Time shall occur on a date other than the date hereof, Parent shall have received a certificate of the Shareholders and an officer of the Company to such effect; 47 43 (b) The Company and the Shareholders shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time and, if the Effective Time shall occur on a date other than the date hereof, Parent shall have received a certificate of the Shareholders and an officer of the Company to such effect; (c) Parent shall have received a legal opinion from John ▇. ▇▇▇▇▇▇, ▇▇q., counsel to the Company, substantially in the form of Annex D hereto; (d) There shall have been declared effective, and no stop order suspending Company Material Adverse Effect since the effectiveness date of the Registration Statement shall be in effectthis Agreement; (e) All consents of third parties required pursuant to the shares terms of IHK Common Stock to be issued in any Material Contract as a result of the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; andobtained; (f) Merger Sub John ▇▇▇▇▇▇▇▇, ▇▇rr▇ ▇▇▇▇▇▇, ▇▇te▇ ▇▇▇▇▇▇▇ ▇▇▇ Davi▇ ▇▇▇▇▇▇ ▇▇▇ll have accepted employment with Parent and shall have purchased shares entered into employment agreements substantially in the form attached hereto as Annex E; (g) John ▇▇▇▇▇▇▇▇, ▇▇rr▇ ▇▇▇▇▇▇, ▇▇te▇ ▇▇▇▇▇▇▇ ▇▇▇ Davi▇ ▇▇▇▇▇▇ ▇▇▇ll have executed and delivered a Confidentiality and Noncompetition Agreement substantially in the form attached hereto as Annex F; (h) Parent shall have received audited financial statements of the Company Common Stock pursuant and such audited financial statements shall not reflect any Company Material Adverse Effect. (i) All indebtedness of the Company related to (i) the Offer.line of credit with Coamerica Bank - California and (ii) loans from Shareholders, shall have been terminated and paid in full by the Shareholders;

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditionsconditions by joint action of the parties hereto: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Restated Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger DGCL; (c) no order, statute, rule, regulation, executive order, stay, decree, writ, judgment or injunction shall have been approved enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity which prohibits or prevents the consummation of the Merger which has not been vacated, dismissed or withdrawn prior to the Effective Time. Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketEffective Time; (bd) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ce) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedall consents, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect approvals and has the effect of restraining or making authorizations legally required to be obtained to consummate the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveobtained from all Governmental Entities, and no stop order suspending except where the effectiveness of the Registration Statement shall failure to obtain any such consent, approval or authorization could not reasonably be expected to result in effect;a Parent Material Adverse Effect or a Company Material Adverse Effect; and (ef) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNNM, subject to official notice of issuance; provided that this condition shall not be a condition to the obligations of Parent hereto if Parent has failed to make all reasonable efforts to cause such shares to become so authorized. SECTION 8.02 Conditions to the Obligations of Company. The obligations of Company to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Restated Agreement shall be true, complete and correct in all respects both (i) when made and (ii) on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date, which shall be so true, complete and correct as of such certain date), except in each case for any failures to be true, complete and correct which do not, in the aggregate, have a Parent Material Adverse Effect; and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Restated Agreement to be performed or complied with by it on or prior to the Effective Time, except where the failure to so comply has not resulted in a Parent Material Adverse Effect, and Company shall have received certificates of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; and (fc) Merger Sub Company shall have purchased shares obtained an opinion from Company's legal counsel, dated the date of the Closing, in form and substance reasonably satisfactory to it and issued in reliance on the officer's certificate described in Section 6.05(b) hereof, based upon customary representations of Company Common Stock and Parent reasonably satisfactory to counsel and customary assumptions, to the effect that if the Merger is consummated in accordance with the provisions of this Restated Agreement, under current Law, for federal income tax purposes, the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. SECTION 8.03 Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) (i) to the Knowledge of Company on the date hereof, each of the representations and warranties of the Company contained in this Restated Agreement has been true, complete and correct in all respects as of the date hereof, except where any failure to be true, complete and correct does not, in the aggregate, have a Company Material Adverse Effect, and (ii) in the case of the representations and warranties made pursuant to Section 4.05(b) and Section 4.15, any failure to be true, complete and correct in all material respects shall not result in any material delay in or prevention of the Offerconsummation of the transactions contemplated by this Restated Agreement; and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial officer of Company to such effect; and (b) after the date of this Restated Agreement, neither the Company nor its officers or directors shall have intentionally taken any action or intentionally failed to take any action that the Company or such person knew would result in a Company Material Adverse Effect or reasonably should have known would result in a Company Material Adverse Effect.

Conditions to the Merger. SECTION 7.01 Section 8.01 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. Merger The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative requisite vote of the shareholders stockholders of IHK Parent in accordance with the applicable rules and regulations of the Listing MarketNNM; (bc) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ce) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedall consents, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect approvals and has the effect of restraining or making authorizations legally required to be obtained to consummate the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effectiveobtained from all Governmental Entities, and no stop order suspending except where the effectiveness of the Registration Statement shall failure to obtain any such consent, approval or authorization could not reasonably be expected to result in effect;a Parent Material Adverse Effect or a Company Material Adverse Effect; and (ef) the The shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing MarketNNM, subject to official notice of issuance. Section 8.02 Conditions to the Obligations of Company The obligations of Company to consummate the Merger, or to permit the consummation of the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be so true, complete and correct as of such certain date), except for any failures to be true, complete and correct which do not, in the aggregate, have a Parent Material Adverse Effect, and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Company shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Parent to that effect; and (c) ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., special counsel to Company, or such other law firm or professional services firm reasonably acceptable to Parent (including any "Big 5" accounting firm) shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Company, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; provided, however, that if such firm does not render such opinion, this condition shall nonetheless be deemed satisfied if such opinion, dated as of the date of the Closing, is rendered to Company by ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, counsel to Parent. Section 8.03 Conditions to the Obligations of Parent The obligations of Parent to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of Company contained in this Agreement shall be true, complete and correct in all respects both when made and on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be so true, complete and correct as of such certain date), except for any failures to be true, complete and correct which do not, in the aggregate, have a Company Material Adverse Effect, and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to such effect; (b) Company shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of Company to that effect; (c) ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, special counsel to Parent, shall have issued its opinion, such opinion dated on the date of the Closing, addressed to Parent, and reasonably satisfactory to it, based upon customary representations of Company and Parent and customary assumptions, to the effect that the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect; (d) Parent shall have been advised in writing by PricewaterhouseCoopers LLP New York, NY as of the date upon which the Effective Time is to occur, in a form and in substance reasonably acceptable to Parent, that the Merger can properly be accounted for as a "pooling of interests" business combination in accordance with U.S. GAAP and the accounting standards of the SEC; Company shall have been advised in writing by PricewaterhouseCoopers LLP Broomfield, CO as of the date upon which the Effective Time is to occur that such firm concurs with the management of the Company that no conditions exist that would preclude Company from being a party to a merger for which the pooling of interests method of accounting would be available; (e) There shall have been no Company Material Adverse Effect since the date of this Agreement; (f) Merger Sub shall have purchased shares All consents of Company Common Stock third parties required pursuant to the Offer.terms of any Material Contract as a result of the Merger shall have been obtained; and (g) the employees of Company set forth on Schedule 8.03(g) shall have accepted employment with Parent and shall have entered into employment and non-competition agreements substantially in the form attached hereto as Annex E.

Conditions to the Merger. SECTION 7.01 8.1. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the stockholders holders of the Company Common Stock in accordance with the DGCL Company's Articles of Organization and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketMBCL; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and the EC Merger Regulation relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction located or having jurisdiction in shall prohibit the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of IHK Parent Common Stock to be issued in the Merger (as well as the shares of Parent Common Stock to be issued upon exercise of Substitute Options) and pursuant to Substitute Options the Parent Depositary Shares (if the Preferred Stockholder Approval shall have been authorized obtained) shall have been approved for listing on the Listing MarketNYSE, subject to official notice of issuance; and (f) Merger Sub if the Preferred Stockholder Approval shall have purchased shares been obtained, Parent shall have executed, acknowledged and filed the Parent Certificate of Company Common Stock pursuant Designation in accordance with the DGCL. SECTION 8.2. Conditions to the OfferObligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Effective Time as if made at and as of such time and Parent shall have received a certificate signed by an executive officer of the Company (which certificate shall not impose any personal liability on such officer) to the foregoing effect.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Holding and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the stockholders shareholders of the Company in accordance with the DGCL Nevada Law and the Company's Certificate Articles of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketIncorporation; (b) no Governmental Authority or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (c) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement Holding Common Stock and Holding Series D Stock shall have been declared effective, and no stop order suspending approved for trading on the effectiveness of the Registration Statement shall be in effectNasdaq National Market System; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options Nixo▇ ▇▇▇b▇▇▇ ▇▇▇ shall have been authorized for listing on delivered an opinion to the Listing Market, subject parties hereto at Closing substantially similar in form and substance to official notice their opinion delivered in connection with the initial filing of issuancethis Agreement with the Securities and Exchange Commission; and (f) Merger Sub Amendments and certificates of designations to Holding's Certificate of Incorporation shall have purchased shares been duly authorized and filed with the Secretary of Company Common State of the State of Delaware in order to authorize the Holding Stock pursuant to and the OfferSeries E Preferred Stock of Holding, and Holding shall have adopted a rights plan as described in Section 5.03(b) hereof.

Conditions to the Merger. SECTION 7.01 8.1 Conditions to Each Party's Obligation the Obligations of Spinco, Verizon and the Company to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate the Merger are shall be subject to the satisfaction fulfillment (or, to the extent permitted by applicable Law, waiver by both Verizon and the Company) at or prior to the Effective Time of the following conditions: (a) this Agreement Each of the Internal Spinoffs, the Internal Restructuring, the Contribution and the Distribution shall have been consummated, in each case, in accordance with the Distribution Agreement, the IRS Ruling (unless the parties agree in writing upon, and implement, an alternative structure for the transactions contemplated hereby shall have been approved and adopted that eliminates the need for an IRS Ruling as contemplated by the affirmative vote of the stockholders of the Company in accordance with the DGCL Section 2.7 hereof) and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger Distribution Tax Opinion; provided, however, that this Section 8.1(a) shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable not be a condition to the consummation of the Merger by any party whose failure to comply with its obligations and/or covenants set forth in this Agreement, the Tax Sharing Agreement or the Distribution Agreement gives rise to the failure of the Internal Spinoffs, the Internal Restructuring, the Contribution or the Distribution to have been consummated in accordance with the foregoing. (b) Any applicable waiting period under the HSR Act shall have expired or been terminated;. (c) no Governmental Entity (i) No regulatory proceeding before any State Regulator that is pending as defined in Section 9.12(g)) of the date hereof or court arises prior to the Effective Time, and affects either the Spinco Business or the business of competent jurisdiction located or having jurisdiction in the United States Company, shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive been resolved by final order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger;applicable regulator on terms that, and (ii) no condition shall have been imposed in connection with obtaining any Telecommunications Regulatory Consent that, in either case, constitutes a Materially Adverse Regulatory Condition. (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness All of the Registration Statement Telecommunications Regulatory Consents shall be final and in full force and effect;. (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options The Registration Statements shall have been authorized for listing on become effective in accordance with the Listing MarketSecurities Act or the Exchange Act, as applicable, and shall not be the subject to official notice of issuanceany stop order or proceedings seeking a stop order; and (f) Merger Sub shall have purchased and the shares of Company Common Stock to be issued, and such other shares required to be reserved for issuance, pursuant to the OfferMerger shall have been Approved for Listing. (f) The Requisite Approval shall have been obtained, in accordance with applicable Law and the rules and regulations of the NYSE. (g) No court of competent jurisdiction or other Governmental Authority shall have issued an Order that is still in effect restraining, enjoining or prohibiting the Contribution, the Distribution or the Merger. (h) No action shall have been taken, and no statute, rule, regulation or executive order shall have been enacted, entered, promulgated or enforced, by any Governmental Authority with respect to the Contribution, the Distribution or the Merger or the other transactions contemplated hereby or by the Distribution Agreement or the Employee Matters Agreement that, individually or in the aggregate, would (i) restrain, enjoin or prohibit the consummation of the Internal Spinoffs, the Internal Restructuring, the Contribution, the Distribution or the Merger or the other transactions contemplated hereby or by the Distribution Agreement or the Employee Matters Agreement or (ii) impose any burdens, liabilities, restrictions or requirements thereon or on Verizon, Spinco or the Company with respect thereto that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Verizon (assuming for such purposes that the business, assets, properties and liabilities of Verizon were comparable in size to that of the Surviving Corporation) or the Surviving Corporation (collectively, a “Restraint”), and no Governmental Authority shall have instituted or threatened to institute and not withdrawn any proceeding seeking any such Restraint. (i) Unless the parties agree in writing upon and implement an alternative structure for the transactions contemplated hereby that eliminates the need for an IRS Ruling as contemplated by Section 2.7 hereof, Verizon and Spinco (and, to the extent applicable, the Company) shall have received the IRS Ruling in form and substance reasonably satisfactory to Verizon, Spinco and the Company, and such IRS Ruling shall continue to be valid and in full force and effect. (j) The Company shall have received a Merger Tax Opinion from Company Tax Counsel, in form and substance reasonably satisfactory to the Company, and Verizon shall have received a Merger Tax Opinion from Verizon Tax Counsel, in form and substance reasonably satisfactory to Verizon, and Verizon Tax Counsel shall have issued the Distribution Tax Opinion. (k) Verizon and the Company shall have received the opinion of a nationally recognized independent valuation firm selected by Verizon (and reasonably acceptable to the Company) attesting to the solvency of the Surviving Corporation on a pro forma basis immediately after the Effective Time, which opinion shall be in customary form (the “Solvency Opinion”).

Conditions to the Merger. SECTION 7.01 Section 8.1 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company Parent in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketNYSE listing requirements; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNYSE, subject to official notice of issuance; (e) Ernst & Young LLP, certified public accountants for Parent, shall have delivered a letter dated the day of the Effective Time, addressed to Parent, in form and substance reasonably satisfactory to Parent, to the effect that the Merger will qualify as a Pooling Transaction if consummated in accordance with this Agreement; and (f) Merger Sub KPMG Peat Marwick LLP, certified public accountants for the Company, shall have purchased shares delivered a letter dated the day of Company Common Stock pursuant the Effective Time, addressed to the OfferCompany, in form and substance reasonably satisfactory to the Company, to the effect that the Company has met the requirements of a Pooling Transaction.

Conditions to the Merger. SECTION 7.01 5.1 Conditions to Each Party's Obligation Company’s Obligations to Effect the Merger. The obligations of the Company, IHK and Merger Sub Company to consummate effect the Merger are shall be subject to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) The representations and warranties of Parent set forth in Article 2 hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date; (b) Parent shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the consummation of the transactions contemplated hereby or cause such transactions to be rescinded, and no judgment, decree, order or applicable Law that would prohibit the consummation of the Closing shall be in effect; (d) Parent shall have delivered to the Company the following deliverables: (i) the Shares; (ii) a certificate of Parent’s secretary certifying (x) resolutions of the board of directors of Parent and resolutions of the equityholders of Parent, to the extent required by applicable Law, approving this Agreement and the transactions contemplated hereby shall have been approved and adopted (y) the bylaws of Parent, as amended and/or restated; (iii) a copy of each of Parent’s and Merger Sub’s formation documents, in each case certified by the affirmative vote Secretary of State of their respective state of incorporation; (iv) a certificate of good standing for each of Parent and Merger Sub as of a recent date from the stockholders Secretary of State of their respective states of incorporation; and (e) The Related Agreements shall be executed and in full force and effect. (f) The holders of 60 shares of Series A Preferred Stock of Parent shall convert the Company in accordance with same into an aggregate of 4,000,000 shares of Parent Common Stock. 5.2 Conditions to Parent’s and Merger Sub’s Obligations to Effect the DGCL Merger. The respective obligations of each of Parent and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant Merger Sub to effect the Merger shall have been approved by be subject to the affirmative vote satisfaction (or waiver, if permissible under applicable Law) at or prior to the Effective Time of the shareholders following conditions: (a) The representations and warranties of IHK Company set forth in accordance with the applicable rules Article 2 hereof shall be true and regulations correct in all material respects as of the Listing Market;Closing Date as though made on and as of the Closing Date. (b) any waiting period (Company shall have performed in all material respects all of the covenants and any extension thereof) applicable agreements required to be performed by Company under this Agreement at or prior to the consummation of the Merger under the HSR Act shall have expired or been terminatedClosing; (c) no Governmental Entity (as defined in Section 9.12(g)) Since the date of this Agreement, there will not have occurred or court arisen any change, effect, fact, condition, circumstance, occurrence, state of competent jurisdiction located facts or having jurisdiction development, nor will there exist any change, effect, fact, condition, circumstance, occurrence, state of facts or development, which, individually or in the United States shall aggregate, have enactedresulted, issuedor would reasonably be expected to result, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Mergera Company Material Adverse Effect; (d) No action or proceeding by or before any Governmental Authority shall be pending wherein an unfavorable judgment, decree or order would prevent the Registration Statement shall have been declared effectiveconsummation of the transactions contemplated hereby or cause such transactions to be rescinded, and no stop judgment, decree, order suspending or Applicable Law that would prohibit the effectiveness consummation of the Registration Statement Closing shall be in effect; (e) Company shall have delivered to Parent the shares following deliverables: (i) a certificate of IHK Common Stock Company’s secretary certifying (x) resolutions of the board of directors of Company and resolutions of the equityholders of Company approving this Agreement and the transactions contemplated hereby and (y) the bylaws of Company, as amended and/or restated; (ii) a copy of Company’s Certificate of Incorporation, certified as of a recent date by the Secretary of State of Delaware; (iii) a certificate certifying to be issued the effect that no interest in the Merger Company is a U.S. real property interest (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and pursuant to Substitute Options shall have been authorized 1.1445-2(c)); and (iv) a certificate of good standing or comparable certificate for listing on Company as of a recent date from the Listing Market, subject to official notice Secretary of issuanceState of the State of Delaware; and (f) Merger Sub The Related Agreements shall have purchased be executed and in full force and effect. (g) The holders of 60 shares of Company Series A Preferred Stock of Parent shall convert the same into an aggregate of 4,000,000 shares of Parent Common Stock pursuant to the OfferStock.

Conditions to the Merger. SECTION 7.01 7.1 Conditions to Obligation of Each Party's Obligation Party to Effect the Merger. The respective obligations of the Company, IHK Acquiror and Merger Sub Sub, on the one hand, and Target, on the other hand, to effect the Merger and otherwise to consummate the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:conditions (it being understood that (i) any one or more of the following conditions may be waived by the agreement of Acquiror and Target and (ii) by proceeding with the Closing, Acquiror, Merger Sub and Target will be deemed to have waived any of such conditions that remain unsatisfied): (a) this Agreement and the transactions contemplated hereby No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any U.S. federal or state court of competent jurisdiction shall have been approved issued and adopted by remain in effect, nor shall there be any U.S. federal or state statute, rule or regulation enacted or deemed applicable to the affirmative vote Merger, that makes the consummation of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market;illegal. (b) any HSR; German Antitrust Laws. The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court ; and any applicable waiting period under the antitrust laws of competent jurisdiction located or having jurisdiction in the United States Germany shall have enacted, issued, promulgated, enforced expired or entered any Law, rule, regulation, executive order or Order which is then in been terminated. 7.2 Additional Conditions to the Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant otherwise to Substitute Options consummate the transactions contemplated by this Agreement shall have been authorized for listing on the Listing Market, be subject to official notice the satisfaction at or prior to the Closing of issuance; and each of the following conditions (fit being understood that (i) any one or more of the following conditions may be waived by Acquiror and (ii) by proceeding with the Closing, Acquiror and Merger Sub shall will be deemed to have purchased shares waived any of Company Common Stock pursuant to the Offer.such conditions that remain unsatisfied):

Conditions to the Merger. SECTION 7.01 8.01 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Newco to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with New York Law; (b) if required by applicable law or regulation or the DGCL and rules of the Company's Certificate of Incorporation and Nasdaq Stock Market, the issuance of the IHK Parent Common Stock pursuant to (or, if applicable, Holdings Common Stock) in the Merger shall have been approved by the affirmative vote stockholders of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketParent (or, if applicable, Holdings); (bc) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (cd) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (de) the Registration Statement Form S-4 shall have been declared effective, become effective under the Securities Act and no shall not be the subject of any stop order suspending the effectiveness of the Registration Statement shall be in effector proceedings seeking a stop order; (ef) the shares of IHK Parent Common Stock (or, if applicable, Holdings Common Stock) issuable to be issued in the Merger and pursuant to Substitute Options Company's stockholders as contemplated by this Agreement shall have been authorized approved for listing on the Listing Nasdaq Stock Market, subject to official notice of issuance; (g) all outstanding shares of the Series C Cumulative Convertible Preferred Stock of the Company shall have been converted into Company Common Stock; and (fh) Merger Sub Parent (or, if applicable, Holdings) shall have purchased shares obtained the Financing and entered into appropriate indentures, loan agreements, or other agreements with respect to the Financing. (a) the representations and warranties of the Company Common Stock as set forth in this Agreement shall be true and correct as if made on and as of the Effective Time (other than those representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date), except where the facts, circumstances or events that cause or constitute the failure of such representations and warranties to be true and correct (after giving effect to the disclosures made by the Company in any disclosure schedules delivered pursuant hereto, but disregarding any materiality qualifications contained within the body of such representations and warranties) has not had and would not be reasonably likely to have, in the aggregate, a Company Material Adverse Effect and the Company shall have complied with or performed in all material respects all agreements and covenants required to be complied with or performed by it under this Agreement at or prior to the Closing Date; (b) receipt by Parent of an opinion of its independent certified public accountants stating that accounting for the Merger as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations is appropriate if the Merger is consummated in accordance with this Agreement; (c) at least 85% of the aggregate outstanding principal amount of the Notes shall have been tendered to the Company pursuant to and in accordance with of Section 5.07 hereof; and (d) Parent shall have received an opinion from Kirk▇▇▇▇ & Elli▇, ▇▇unsel to Parent, dated as of the OfferClosing Date, substantially to the effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel to Parent shall be entitled to rely upon usual and customary representations of shareholders and officers of Parent, Holdings, the Company and others.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation the Merger Relating to Effect the MergerParent and Acquisition Sub. The obligations obligation of the Company, IHK Parent and Merger Acquisition Sub to consummate effect the Merger are subject shall be subject, at their option, to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative vote (i) a majority of the stockholders of the Company in accordance shares voted with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant respect to the Merger shall have been approved that are owned by persons not affiliated with, or owning equity in, Parent or Acquisition Sub and (ii) the affirmative requisite vote of the shareholders of IHK in accordance with the applicable rules and regulations of Company under the Listing MarketGeorgia Code; (b) the expiration or earlier termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired occurred, and no action shall have been instituted by the United States Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of this transaction, which action shall not have been withdrawn or terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered nor any Lawstatute, rule, regulationregulation or order entered, executive order promulgated or Order which is then enacted by any governmental, regulatory or administrative agency or authority shall be in effect that would (i) restrain the effective operation of the business of the Company and has the effect of restraining Subsidiaries from and after the Effective Time or making (ii) prevent the Merger illegal or otherwise prohibiting consummation of the MergerMerger as contemplated hereby; (d) other than the Registration Statement filing of the Merger Certificate in accordance with the Georgia Code, all authorizations, consents, waivers, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any governmen tal or regulatory entity, the failure of which to obtain, make or occur could reasonably be expected to have a material adverse effect on the business, properties, results of operation or condition (financial or other) at or after the Effective Time of the Surviving Corporation or its Subsidiaries, shall have been declared effectiveobtained, and no stop order suspending the effectiveness of the Registration Statement shall be in effectbeen filed or have occurred; (e) all representations and warranties of the shares Company that are qualified with reference to a Material Adverse Effect or materiality shall be true and correct in all respects and all representations and warranties that are not so qualified shall be true and correct in all material respects, in each case (i) as of IHK Common Stock the date of this Agreement and (ii) as of the Effective Time, except to be issued in the Merger extent such representations and pursuant to Substitute Options warranties speak as of an earlier date, and Parent shall have been authorized for listing received a certificate signed on behalf of the Listing Market, subject Com pany by a proper officer of the Company to official notice of issuance; andsuch effect; (f) Merger Sub each of the Company and its Subsidiaries shall have purchased performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time, and Parent shall have received a certificate signed on behalf of the Company by a proper officer of the Company to such effect; (g) Parent shall have received an opinion of King & Spalding, counsel to the Company in the form attached hereto as Exhibit A; (h) the aggregate number of Dissenting Shares shall not constitute more than 15% of the number of shares of Company Common Stock pursuant outstanding as of immediately prior to the OfferEffective Time (calculated on a fully diluted basis); (i) since the date of this Agreement, neither the Company nor any of its Subsidiaries shall have suffered a Material Adverse Effect; and (j) there shall be no action, suit, investigation, proceeding or claim pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or their respective properties or rights or any Facility, before any governmental body or arbitration board or tribunal, the outcome of which, either alone or together with similar actions, could reasonably be expected to have a Material Adverse Effect.

Conditions to the Merger. SECTION 7.01 6.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction (or waiver by the party for whose benefit the applicable condition exists) of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote shareholders of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketMichigan Law; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminatedexpired; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit or enjoin the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) there shall not be pending any suit, action or proceeding by any Governmental Authority, (i) seeking to restrain or prohibit the Registration Statement consummation of the Merger or any of the other transactions contemplated by this Agreement, or seeking to obtain from Parent or Company any damages the amount of which would be reasonably likely to have a Material Adverse Effect on Company and Parent, taken as a whole, or (ii) except to the extent consistent with the obligations of Company and Parent under Section 5.07, seeking to prohibit or limit the ownership or operation by Company, Parent or any of their respective Subsidiaries of, or to compel Parent, Company or any of their respective Subsidiaries to dispose of or hold separate, any material portion of the business or assets of Parent, Company or any of their respective Subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement; (e) the Form S-4 shall have been declared effective, effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement Form S-4 shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (ef) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing on the Listing MarketNYSE, subject to official notice of issuance; and (fi) Merger Sub Parent shall have purchased shares received a letter from KPMG Peat Marwick LLP dated as of the Closing Date and addressed to Parent, stating that KPMG Peat Marwick LLP believes that the acquisition of Company Common Stock pursuant by Parent should be treated as a pooling of interests in conformity with GAAP as described in Accounting Principles Board Opinion No. 16 and applicable rules and regulations of the SEC and such letter shall not have been withdrawn or modified in any material respect and (ii) Company shall have received a letter from Coopers & Lybrand LLP dated as of the Closing Date and addressed to Comp▇▇▇, ▇▇ating that Coopers & Lybrand LLP believes that the acquisition of Company by Parent ▇▇▇▇▇▇ be treated as a pooling of interests in conformity with GAAP as described in Accounting Principles Board Opinion No. 16 and applicable rules and regulations of the SEC and such letter shall not have been withdrawn or modified in any material respect. SECTION 6.02. Conditions to the OfferObligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver by Parent) of the following further conditions: (i) Company shall have performed in all material respects all of its obligations and complied in all material respects with all of its covenants hereunder required to be performed or complied with by it at or prior to the Effective Time and (ii) the representations and warranties of Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time, as if made at and as of such time, except (x) for changes specifically permitted by this Agreement and (y) those representations and warranties that address matters only as of a particular date which are true and correct in all material respects as of such date; and Parent shall have received a certificate signed by an executive officer of Company to the effect set forth in clauses (i) and (ii).

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of Parent, the Company, IHK Company and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction or, if permitted by applicable Law, waiver prior to the Closing Date of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the stockholders shareholders of the Company in accordance with the DGCL CBCA; and (b) no preliminary or permanent injunction, decree or other order (an "Order"), issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect, and no Law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby. SECTION 7.02. Conditions to the Obligations of the Company. The obligations of the Company to effect the Merger shall be subject to the satisfaction or, if permitted by applicable Law, waiver, prior to the Closing Date, of the following further conditions: (a) each of the representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct in all material respects as of the Effective Time, as though made on and as of the Effective Time, except that those representations and warranties that address matters only as of a particular date shall remain true and correct in all material respects as of such date; (b) Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time; and (c) the Company shall have received a written opinion of an independent financial advisor to the effect the Merger Consideration to be received by the shareholders of the Company is fair, from a financial point of view, to the Company's Certificate shareholders (other than Parent and its affiliates). The Company shall have delivered a signed copy of Incorporation such written opinion to Parent. SECTION 7.03. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the issuance Merger shall be subject to the satisfaction or, if permitted by applicable Law, waiver prior to the Closing Date of the IHK Common Stock pursuant following further conditions: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the Effective Time, as though made at and as of the Effective Time, except that those representations and warranties that address matters only as of a particular date shall remain true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality (including, without limitation, qualification by reference to a Material Adverse Effect) shall be true in all respects as of the Effective Time or as of such particular date, as the case may be); (b) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time; (c) all consents, approvals, waivers and authorizations required to be obtained to effect the Merger shall have been approved by obtained from all Governmental Entities, except if the affirmative vote of the shareholders of IHK failure to obtain any such consents, approvals and authorizations would not result in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Mergera Material Adverse Effect; (d) all consents, approvals, waivers and authorizations (including, without limitation, waivers of termination rights) of third parties (other than Governmental Entities) the Registration Statement failure of which to obtain would result in a Material Adverse Effect shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effectobtained; (e) holders of not more than 5% of the shares of IHK outstanding Company Common Stock to be issued in the Merger (other than shares held by Parent and pursuant to Substitute Options all of its affiliates), shall have been authorized for listing on exercised their dissenters' rights demanding payment under ss. 7-113 of the Listing Market, subject to official notice of issuanceCBCA; and (f) any litigation initiated against the Company or any of its affiliates, members of the Board of Directors of the Company or any of its affiliates or any officers or employees of the Company or any of its affiliates, or the Parent or Merger Sub or any of their affiliates, members of the Board of Directors of the Parent or Merger Sub or any of their affiliates or any officers or employees of the Parent or Merger Sub or any of their affiliates challenging any aspect of this Merger shall have purchased shares of Company Common Stock pursuant be resolved in a manner that is satisfactory to the OfferParent on or prior to the Effective Time.

Conditions to the Merger. SECTION 7.01 8.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketTBCA; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) provision of any applicable law or court of competent jurisdiction located or having jurisdiction in the United States shall have enactedregulation and no judgment, issuedinjunction, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has decree shall prohibit the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect;effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of IHK Common Parent Stock to be issued in the Merger and pursuant (as well as the shares of Parent Stock to be issued upon exercise of Substitute Options Options) shall have been authorized approved for listing on the Listing MarketNYSE, subject to official notice of issuance, if applicable. SECTION 8.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, and the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Effective Time as if made at and as of such time; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer.

Conditions to the Merger. SECTION 7.01 8.01 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at the Effective Time of the following condition: (a) no preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction nor any statute, rule, regulation or order entered, promulgated or enacted by any governmental, regulatory or administrative agency or authority shall be in effect that would prevent the consummation of the Merger as contemplated hereby. 47 55 SECTION 8.02 Conditions to the Obligation of the Company and the Shareholders to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions: (a) Parent and Acquisition shall have performed and complied in all material respects with all obligations and agreements required to be performed and complied with by them under this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant at or prior to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketEffective Time; (b) any waiting period (the representations and any extension thereof) applicable to the consummation warranties of Parent and Acquisition contained in this Agreement shall be true and correct in all material respects at and as of the Merger under the HSR Act shall have expired Effective Time as if made at and as of such date, except as otherwise contemplated or been terminatedpermitted by this Agreement; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States Company shall have enactedreceived a certificate signed by the Chief Executive Officer or Chief Financial Officer of Parent, issueddated as of the Effective Time, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has to the effect of restraining or making that the Merger illegal or otherwise prohibiting consummation of the Merger;conditions set forth in paragraphs (a) and (b) above have been satisfied; and (d) the Registration Statement Parent shall have been declared effectiveexecuted and delivered to each of Houston, and no stop order suspending the effectiveness of the Registration Statement shall be in effect;Hovancik, Sonn▇▇▇▇▇▇ ▇▇▇ Slate his respective Employment Agreement. (e) the shares Company and the Shareholders shall have received the opinion of IHK Common Stock Shan▇▇▇ & ▇ish▇▇, ▇.C., counsel to be issued Parent and Acquisition, substantially in the Merger and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice form of issuance; andExhibit D attached hereto. (f) Merger Sub Parent shall have purchased shares authorized and stand ready to complete the issuance of Company Common Stock the stock options contemplated pursuant to the OfferSection 7.06(c) hereof.

Conditions to the Merger. SECTION 7.01 6.1 Conditions to the Obligations of Each Party's Obligation Party to Effect Consummate the Merger. The obligations of the Company, IHK and Merger Sub parties hereto to consummate the Merger Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) this Agreement and the transactions contemplated hereby Merger shall have been duly approved and adopted by the affirmative requisite vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketDelaware Corporation Law; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced issued or entered any Laworder, rulewrit, regulationinjunction or decree, executive order or Order and no other governmental entity shall have issued any order, which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation its consummation; (c) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all governmental entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Merger;Company or Parent that is materially adverse to the business, assets, liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; and (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness shares of the Registration Statement shall be in effect; (e) Parent Common Stock into which the shares of IHK Company Common Stock to will be issued in the Merger and converted pursuant to Substitute Options Article I shall have been authorized for listing on the Listing MarketAmerican Stock Exchange. 6.2 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger, or to permit the consummation of the Merger, are subject to official notice the satisfaction or, if permitted by applicable Law, waiver of issuance; andthe following further conditions: (fa) Merger Sub each of the representations and warranties of Parent contained in this Agreement shall be true, complete and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time and the Company shall have purchased shares received a certificate of Company Common Stock pursuant the President and Chief Financial Officer of Parent to such effect; (b) Parent shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the OfferEffective Time and the Company shall have received a certificate of the President and Chief Financial Officer of Parent to that effect; (c) Employment Agreements. Parent and each of Andrew Borsanyi, Jack Zein▇▇, ▇.▇., ▇▇▇ ▇at▇▇▇▇▇ ▇.▇.▇. Doornmalen shall have entered into an employment agreement substantially in the forms of Exhibit A, B and C hereto, respectively. 6.3 Conditions to the Obligations of Parent. The obligations of Parent to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of the Company contained in this Agreement shall be true, complete and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to such effect; (b) the Company shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate of the Chairman or President and Chief Financial Officer of the Company to that effect; (c) there shall not be pending or threatened any action, proceeding, claim or counterclaim which seeks to or would, or any order, decree or injunction (whether preliminary, final or appealable) which would, require Parent to hold separate or dispose of any of the stock or assets of the Company or the Company Subsidiaries or imposes material limitations on the ability of Parent to control in any material respect the business, assets or operations of either Parent or the Company; (d) The Company shall provide a letter from its auditors stating that its financial statements for the period from inception through December 31, 1999, can be audited in accordance with SEC rules and that the audit can be completed within 75 days after the Closing. (e) Parent shall have received evidence that all of the Company's outstanding vested options and warrants have been cancelled or exercised.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC; (b) this Agreement and the transactions contemplated hereby Merger shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and By-laws; (c) the issuance of the IHK Common Parent Stock pursuant to the Merger Issuance shall have been approved by the requisite affirmative vote or written consent of the shareholders stockholders of IHK Parent in accordance with the applicable rules and regulations of the Listing MarketNASD, the Florida Business Corporation Act, and Parent's Certificate of Incorporation and By-laws; (bd) no Governmental Entity or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, executive order or award (an "Order") which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (e) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (ef) the shares of IHK Parent Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized for listing quotation on the Listing MarketNASDAQ/NMS, subject to official notice of issuance; and (fg) the merger contemplated by the PSH Merger Agreement shall have been consummated in accordance with the terms of that agreement. SECTION 7.02. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: (a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the Effective Time as though made on and as of the Effective Time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date (provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 7.02(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and Parent shall have purchased shares received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company Common Stock pursuant to such effect; (b) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the OfferEffective Time, and Parent shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to that effect; (c) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from and made with all Governmental Entities, except for such consents, approvals and authorizations the failure of which would not prevent or delay the consummation of the Merger or any other material transaction contemplated by this Agreement; and (d) Parent shall have received the opinion of Shearman & Sterling, counsel to Parent, based upon representations of Parent, Merger Sub and the Company and normal assumptions, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of section 368(a) of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of section 368(b) of the Code, dated on or about the date that is two business days prior to the Effective Time, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Shearman & Sterling of representation letters from each of Parent and the Company, as contemplated in Section 6.10 of this Agreement. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect as of the Effective Time.

Conditions to the Merger. SECTION 7.01 Section 5.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) this Agreement and the transactions contemplated hereby The Company Shareholder Approval shall have been approved and adopted by the affirmative vote obtained. (b) The Bidder Shareholder Approval shall have been obtained. (c) All of the stockholders of conditions to the Company Life Technologies Merger shall have been satisfied or waived in accordance with the DGCL terms of the Life Technologies Merger Agreement, and the Company's Certificate of Incorporation and Life Technologies Merger shall be effective simultaneously with the issuance of the IHK Common Stock pursuant to the Merger Effective Time. The condition set forth in this paragraph (c) shall not be waivable by either party. (d) No statute, rule, regulation, executive order, decree, ruling or permanent injunction shall have been approved enacted, entered, promulgated or enforced by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to Governmental Entity which prohibits the consummation of the Merger substantially on the terms contemplated hereby; provided that the party seeking to rely upon this condition has fully complied with and performed its obligations pursuant to Section 4.3. (e) The applicable waiting period under the HSR Act shall have expired or been terminated;. (cf) no Governmental Entity (as defined in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect; (e) the The shares of IHK Bidder Common Stock to be issued in the Merger and pursuant to Substitute Options shall have been authorized approved for listing quotation on the Listing Nasdaq National Market, subject to official notice of issuance; and. (fg) Merger Sub The Registration Statement shall have purchased shares become effective in accordance with the provisions of Company Common Stock pursuant the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect. Section 5.2 Conditions to Obligation of the Bidder to Effect the Merger. The obligation of the Bidder to effect the Merger shall be subject to the Offersatisfaction at or prior to the Effective Time of the following additional conditions, unless waived in writing by the Bidder: (a) The Bidder shall have received an opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, special tax counsel to the Bidder, dated as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of the Bidder and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel and the issuance of the opinion of counsel to the Company provided in Section 5.3(a). The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 5.2(a) shall not be waivable after receipt of the Company Shareholder Approval and the Bidder Shareholder Approval referred to in Sections 5.1(a) and 5.1(b), unless further Company shareholder approval is obtained with appropriate disclosure. (b) The representations and warranties of the Company set forth in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct, and the representations and warranties of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which representations and warranties shall be true and correct or true and correct in all material respects, as the case may be, as of such specific date or as of the date hereof, respectively). (c) The Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed and complied with by it on or prior to the Closing Date. (d) The transactions contemplated by each of the Loctite Acquisition Agreement and the ▇▇▇▇▇▇▇▇ Acquisition Agreement shall have been consummated substantially in accordance with the terms thereof. (e) The Company shall have furnished a certificate of an executive officer to evidence compliance with the conditions set forth in Section 5.2(b) and (c) of this Agreement.

Conditions to the Merger. SECTION 7.01 Conditions to Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK and Merger Sub each party to consummate effect the Merger are and carry out its respective obligations hereunder shall be subject to the satisfaction satisfaction, at or prior to the Effective Time, of each of the following conditions: (a) this Agreement and all notifications required pursuant to the HSR Act to carry out the transactions contemplated hereby by this Agreement shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL made, and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock pursuant to the Merger shall have been approved by the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing Market; (b) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act extensions thereof shall have expired or been terminated; (cb) no preliminary or permanent injunction or other order of any Governmental Entity (as defined Authority shall have been issued and be in Section 9.12(g)) or court of competent jurisdiction located or having jurisdiction in the effect, and no United States Federal or state statute, rule or regulation shall have enacted, issued, promulgated, enforced been enacted or entered any Law, rule, regulation, executive order or Order which is then promulgated after the date hereof and be in effect and has that prohibits the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (c) there shall not be pending any action, suit or proceeding commenced by any Governmental Authority in the United States prohibiting the consummation of the Merger; 36 36 (d) the Registration Statement Form S-4 shall have been declared effective, become effective under the Securities Act and no shall not be the subject of any stop order suspending the effectiveness of the Registration Statement shall be in effector proceedings seeking a stop order; (e) the shares of IHK Wildcat Common Stock to be issued in the issuable as Merger and pursuant to Substitute Options Consideration shall have been authorized approved for listing on the Listing Nasdaq National Market, subject only to official notice of issuance; (f) (i) all material consents, approvals or orders of authorization of, or actions by the FCC, and (ii) all material PUC approvals required to consummate the Merger and the other transactions contemplated hereby, the failure of which to be obtained, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on Target, shall have been obtained; and (fg) Merger Sub the Target Stockholder Approval shall have purchased shares of Company Common Stock pursuant to the Offerbeen obtained.

Conditions to the Merger. SECTION 7.01 Section 5.01 Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The respective obligations of the Company, IHK and Merger Sub parties to consummate the Merger are subject to the satisfaction satisfaction, at or prior to the Effective Time, of each of the following conditions: (a) The shareholders of NRC shall have approved and adopted this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and the issuance of the IHK Common Stock Merger pursuant to the Merger shall have been approved by requirements of NRC's articles of incorporation and by-laws and the affirmative vote of the shareholders of IHK in accordance with the applicable rules and regulations of the Listing MarketPBCL; (b) any waiting period (and any extension thereof) applicable to the The consummation of the Merger under the HSR Act shall have expired not be restrained, enjoined or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction located or having jurisdiction in any Governmental Entity entered after the United States parties have used their reasonable best efforts to prevent such entry. There shall not have been any statute, rule or regulation enacted, issued, promulgated, enforced promulgated or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making deemed applicable to the Merger illegal or otherwise prohibiting by any Governmental Entity that prevents the consummation of the Merger; (c) NRC shall have received an opinion of Wolf, Block, ▇▇▇▇▇▇ and ▇▇▇▇▇- ▇▇▇▇▇ LLP, dated the Effective Time, to the effect that (i) the Merger should be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) each of Aptec, Newco and NRC should be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Wolf, Block, ▇▇▇▇▇▇ and ▇▇▇▇▇-▇▇▇▇▇ LLP may receive and rely upon representations contained in certificates of Aptec, ▇▇▇▇▇, ▇▇, ▇▇▇ and others, in each case in form and substance reasonably acceptable to such counsel; (d) the Registration Statement NRC's indebtedness to First Union National Bank shall have been declared effective, repaid in full and no stop order suspending the effectiveness of the Registration Statement new credit facilities acceptable to Aptec and EM shall be have been established in effectan amount sufficient to effect make such repayment; (e) the shares of IHK Common Stock to be issued in the Merger and pursuant to Substitute Options ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. shall not have been authorized for listing on the Listing Market, subject to official notice of issuancewithdrawn its fairness opinion; and (f) Merger Sub All conditions to closing of the Stock Acquisition Agreement dated the date hereof among EM, the ▇▇▇▇▇▇▇ Holders, the ▇▇▇▇▇ Holders, Aptec and NRC (the "Stock Acquisition Agreement") shall have purchased shares been satisfied or waived and the closing of Company Common Stock pursuant to the Offertransactions contemplated therein shall have taken place simultaneously with the Merger.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK CBS and Merger Sub Viacom to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (ai) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders a majority of the Company votes cast by all shareholders entitled to vote at the CBS Stockholders' Meeting in accordance with the DGCL Pennsylvania Law and the CompanyCBS's Certificate Articles of Incorporation and (ii) the issuance of the IHK Common Stock pursuant to the Merger Viacom Proposal shall have been approved by the affirmative vote of the shareholders holders of IHK in accordance with the applicable rules and regulations a majority of the Listing MarketViacom Class A Common Stock; (b) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity (as defined in Section 9.12(g)) Authority or court of competent jurisdiction located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effecteffect and no proceedings for such purpose shall be pending before or threatened by the SEC; (ei) all authorizations, consents, waivers, orders or approvals for the Merger required to be obtained and all conditions precedent to such authorizations, consents, waivers, orders or approvals shall have been satisfied, and all filings, notices or declarations required to be made, by Viacom and CBS prior to the consummation of the Merger and the transactions contemplated hereunder, shall have been obtained from, and made with, the FCC and competition and antitrust Governmental Authorities in Canada and either the European Union or the United Kingdom, as applicable, and (ii) all other authorizations, consents, waivers, orders or approvals for the Merger required to be obtained, and all other filings, notices or declarations required to be made, by Viacom and CBS prior to the consummation of the Merger and the transactions contemplated hereunder, shall have been obtained from, and made with, all required Governmental Entities, except for such authorizations, consents, waivers, orders, approvals, filings, notices or declarations the failure to obtain or make which would not have a material adverse effect, at or after the Effective Time, on the business, results of operations or financial condition of CBS and its subsidiaries and Viacom and its subsidiaries, collectively taken as a whole; and (f) the shares of IHK Viacom Class B Common Stock issuable to be issued CBS's shareholders in the Merger Merger, to holders of CBS Options outstanding immediately prior to the Effective Time and pursuant to Substitute Options upon conversion of the Viacom Series C Preferred Stock shall have been authorized for listing on the Listing MarketNYSE, subject to official notice of issuance. SECTION 7.02. Conditions to the Obligations of Viacom. The obligations of Viacom to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) each of the representations and warranties of CBS contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be so true and correct would not have, individually or in the aggregate, a CBS Material Adverse Effect, and Viacom shall have received a certificate of an officer of CBS to such effect; (b) CBS shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, and Viacom shall have received a certificate of an officer of CBS to that effect; and (fc) Merger Sub Viacom shall have purchased shares received the opinion of Company Common Stock pursuant ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, in form and substance reasonably satisfactory to Viacom, to the Offereffect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code, and Viacom and CBS will each be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of CBS and Viacom.

Conditions to the Merger. SECTION 7.01 7.01. Conditions to the Obligations of Each Party's Obligation to Effect the Merger. The obligations of the Company, IHK Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions: (a) either (i) if filed, the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC, or (ii) the offer and sale of the Merger Consideration under this Agreement and shall have been validly made pursuant to an exemption from Section 5 of the transactions contemplated hereby Securities Act; (b) this Agreement shall have been approved and adopted by the affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company's Certificate of Incorporation and Voting Trust Agreement; (c) the issuance of the IHK Common Stock pursuant to the Merger Parent Proposals shall have been approved and adopted by the requisite affirmative vote of the shareholders of IHK Parent in accordance with the applicable French Laws and regulations, COB rules and regulations of the Listing Marketand Parent's statuts; (bd) no Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award (an "Order") which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from and made with all Governmental Entities, except for such consents, approvals and authorizations the failure of which to obtain could not have or could not reasonably be expected to have a Parent Material Adverse Effect (assuming for purposes of this paragraph (e) that the Merger shall have been effected); (f) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and, if applicable, confirmation shall have been received, by way of a decision from the Commission of the European Union under Regulation 4064/89 (with or without the initiation of proceedings under Article 6(1)(c) thereof), that the Merger is compatible with the common market (it being understood for the avoidance of doubt that this condition does not depend on receipt of any required approval for agreements or arrangements between Parent and Dentsu); (g) the respective parties thereto shall have executed and delivered the Nominee Agreement; and (h) the Bcom3 Merger shall have been completed on substantially the terms set forth in the Bcom3 Merger Agreement. SECTION 7.02. Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure to be so true and correct (without giving effect to any qualification as to "materiality" or "Company Material Adverse Effect" set forth therein) would not have or could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and Parent shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to such effect; (b) the Company shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, except where the failure to so comply would not have or could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and Parent shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of the Company to that effect; (c) no Governmental Entity (Parent shall have received the opinion of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, counsel to Parent, dated as defined of the Closing Date, based upon facts, representations and assumptions set forth in or referred to in such opinion, to the effect that for U.S. federal income tax purposes, the Merger will qualify as a reorganization within the meaning of Section 9.12(g)368(a) of the Code. In rendering such opinion, Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ may require and shall be entitled to rely upon representations, rulings and opinions of Parent, the Company or court of competent jurisdiction located or having jurisdiction others, including representations substantially in the United States shall have enactedform of Exhibits E and F, issued, promulgated, enforced or entered any Law, rule, regulation, executive order or Order which is then in effect and has the effect of restraining or making the Merger illegal or otherwise prohibiting consummation of the Mergerrespectively; (d) The holders of not more than 5% of the Registration Statement outstanding Company Common Stock shall have been declared effective, and no stop order suspending demanded appraisal of their Shares in accordance with the effectiveness of the Registration Statement shall be in effect;DGCL; and (e) Parent and the shares Company shall have received the opinion of IHK ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Company, dated as of the date hereof and as of the Closing Date, reasonably satisfactory in form and substance to Parent and the Company, to the effect that, for United States federal income tax purposes: (i) the limitations on each transferee's ownership rights set forth in the 2000 Stock Purchase Agreements between the Company and the holders of Class A Common Stock (the "2000 Stock Purchase Agreements") constitute "nonlapse restrictions" within the meaning of Treasury Regulation Section 1.83-3(h), (ii) each person who has entered into a 2000 Stock Purchase Agreement with the Company owns the Class A Common Stock covered by such person's 2000 Stock Purchase Agreement (and owned such stock as of the date of this Agreement), and (iii) such stock was "transferred" to be issued such person prior to the date of this Agreement and such stock is "substantially vested" and not subject to a "substantial risk of forfeiture" in the Merger hands of such person (and pursuant to Substitute Options shall have been authorized for listing on the Listing Market, subject to official notice of issuance; and (f) Merger Sub shall have purchased shares of Company Common Stock pursuant became so prior to the Offerdate of this Agreement), in each case, within the meaning of Code Section 83 and the Treasury Regulations thereunder.