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

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 of the following further conditions: (a) each of the representations and warranties of Camworks and the Shareholders 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), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect; (b) Camworks and the Shareholders 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 Camworks and each of the Shareholders to that effect; (c) Parent shall have received the pooling letter agreements referred to in Section 2.8(b), dated the Closing Date, from each of the Shareholders; (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution date) and addressed to Parent, of the letter referred to in Section 4.8; (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect; (f) The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each of ▇▇. ▇▇▇▇▇▇▇ and ▇▇.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are shall be subject to the satisfaction fulfillment of each of the following further additional conditions, any one or more of which may be waived in writing by Parent: (a) each No Applicable Law or Order shall have been enacted, entered, promulgated or enforced by any Government Authority, which remains in effect and which prohibits the consummation of the Merger or otherwise makes the Merger illegal. (b) The representations and warranties of Camworks and the Shareholders contained Company set forth in this Agreement Article III shall be true and correct (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein) in all material respects at and as of the date of this Agreement and as of the Effective Time as though if made on at and as of the Effective Time (except to or, in the extent expressly case of those representations and warranties that are made as of an earlier datea particular date or period, in which case as of such datedate or period), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;. (bc) Camworks and the Shareholders The Company shall have performed or and complied in all material respects with all agreements and covenants obligations 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 Camworks and each of the Shareholders to that effect; (c) Parent shall have received the pooling letter agreements referred to in Section 2.8(b), dated the Closing Date, from each of the Shareholders;. (d) Parent The Company shall have received written confirmation from KPMG LLP, dated furnished to Parent a certificate executed by its principal executive officer to evidence compliance with the Closing Date (if different from the execution dateconditions set forth in Section 6.2(b) and addressed to Parent, Section 6.2(c) of this Agreement (the letter referred to in Section 4.8;“CEO Certificate”). (e) The Registration and Rights Agreement and the Escrow Agreement each Company shall have been executed and delivered by each furnished to Parent a certificate, dated as of the Shareholders and Closing Date, signed by the Shareholder Representative, and in the case Secretary of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect; (f) The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); Company certifying that: (i) all third party consents attached thereto are true and waivers required correct copies of the Company Constituent Documents, and any amendments thereto, as in effect immediately prior to be obtained the Effective Time; (ii) attached thereto are corporate good standing certificates with respect to the Company from the applicable authorities in connection with the State of Delaware and any other jurisdictions in which the Company is qualified to do business, dated as of a recent date prior to the Closing Date; (iii) attached thereto are true and correct copies of resolutions duly adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery and performance of this Agreement or and the consummation of the transactions contemplated hereby hereby, including the Merger; and (iv) there are no proceedings for the dissolution or liquidation of the Company. (f) The Company shall have furnished to Parent the Final Merger Consideration Schedule, which shall be certified as true and correct by the Chief Executive Officer of the Company (it being understood that, pursuant to Section 5.10(b), the Final Merger Consideration Schedule is to be delivered to Parent no later than the close of business on the second (2nd) business day prior to the Closing Date). (g) (i) There shall remain employed by the Company not less than 90% of the Persons employed by the Company and (ii) each of the individuals listed on Schedule 6.2(g)(ii) (each a “Transition Consultant”) shall have executed and delivered to the Company or Parent a transition services agreement containing a general release in favor of Parent, the Company and the Surviving Corporation, in each case, substantially in the form of Exhibit I (each, a “Transition Services Agreement”). (h) The Required Stockholder Approvals shall have been obtainedobtained via the receipt of sufficient duly executed and completed Written Consent, Release and Joinders from the holders of Company Capital Stock (it being understood that if any Key Stockholder fails to deliver a duly executed Written Consent, Release and Joinder to Parent within twenty four (24) hours after the execution of this Agreement, Parent will have the right to terminate this Agreement pursuant to Section 7.1(f)). (i) The Company shall have delivered to Parent the Payoff Letters and the Fee Statement Letters; (j) parent The Stockholders’ Representative shall have received resignation letters from each delivered to Parent a copy of the members of Escrow Agreement duly executed by the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger;Stockholders’ Representative. (k) no person The Company shall have exercised or purported furnished to have exercised dissenter's rights under Parent a certificate, duly completed and executed by its principal executive officer pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the MBCA and no person other than Treasury Regulations, certifying that the Shareholders shall have claimed an interest in shares of Company Capital Stock are not “United States real property interests” within the equity or assets meaning of Camworks; (lSection 897(c) [Reserved] (m) amounts outstanding under of the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each of ▇▇. ▇▇▇▇▇▇▇ and ▇▇Code.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following further conditions: (a) The representations and warranties of United, Promark and a Majority of United Stockholders contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Camworks United, Promark and the Shareholders contained in this Agreement a Majority of United Stockholders that are not so qualified 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), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;all material respects. (b) Camworks United, Promark and the Shareholders a Majority of United Stockholders shall have performed or and complied in all material respects with all agreements covenants, agreements, obligations and covenants conditions required by this Agreement to be performed or complied with by it on United, Promark and a Majority of United Stockholders at or prior to the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effect;Closing. (c) Parent There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage United and Promark after the Closing or (c) could have a Material Adverse Effect on United or Promark. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (e) United, Promark and a Majority of United Stockholders shall have received the pooling letter agreements referred delivered to in Section 2.8(b)Parent a certificate, dated the Closing Date, from each executed by a duly authorized officer of the Shareholders; (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution date) United and addressed to Parent, of the letter referred to in Section 4.8; (e) The Registration Promark and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of said United Stockholders certifying the Shareholders and the Shareholder Representative, and in the case fulfillment of the Escrow Agreementconditions specified in Sections 10.2(a), the Escrow Agent, (b) and shall be in full force and effect;(c). (f) The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks United shall have delivered to Parent a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b)certificate, dated the Closing Date, from each executed by the Secretary of ▇▇. ▇▇▇▇▇▇▇ United, certifying as to (i) United’s Governing Documents, (ii) resolutions with respect to the Merger adopted by United’s board of directors and ▇▇shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (g) All documents to be delivered by United and to be delivered by the United Stockholders to Parent at the Closing shall be satisfactory in form and substance to Parent. (h) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by United, Promark and the United Stockholders of this Agreement or (b) the consummation by United and the United Stockholders of the Merger, and copies of all such Consents shall have been delivered to Parent. (i) Escrow Agent and the United Stockholders shall have executed and delivered triplicate originals of the Escrow Agreement to Parent. (j) The United Stockholders shall have delivered the Certificates and the United Optionholders shall have delivered the United Option Letters to the Escrow Agent. (k) Parent shall have completed the Merger Financing and received the proceeds thereof to enable Parent to deliver the Merger Consideration to the Escrow Agent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger Contemplated Transactions are subject to the satisfaction fulfillment at or prior to the Closing of each of the following further additional conditions, any or all of which may be waived in writing in whole or part by Parent or Merger Sub to the extent permitted by applicable Law: (a) each of the The representations and warranties of Camworks the Company and of each of the Shareholders contained in this Agreement herein qualified as to materiality or Company Material Adverse Effect shall be true and correct in all respects and those not so qualified shall be true and correct in all material respects as of the Effective Time as though made on date hereof and at and as of the Effective Time Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly for representations and warranties made as of an earlier a specified date, in which case shall speak only as of such the specified date), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;. (b) Camworks Each of the Company and the Shareholders shall have performed or complied with in all material respects with all agreements agreements, covenants and covenants conditions contained herein required by this Agreement to be performed or complied with by it on or prior to or at the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each time of the Shareholders to that effect;Closing. (c) Parent Since the date of this Agreement, there shall not have received been any event, change, effect, occurrence or circumstance that, individually or in the pooling letter agreements referred aggregate, has had or would reasonably be expected to in Section 2.8(b), dated the Closing Date, from each of the Shareholders;have a Company Material Adverse Effect. (d) Parent The Company and the Shareholders shall have received written confirmation from KPMG LLPdelivered to Parent and Merger Sub certificates, dated the Closing Date (if different from date of the execution dateClosing, signed by an executive officer of the Company and by the Shareholders, certifying as to the fulfillment of the conditions specified in Section 8.2(a), Section 8.2(b) and addressed to Parent, of the letter referred to in Section 4.8;8.2(c). (e) The Registration and Rights Agreement and All of the Escrow Agreement each Company Consents set forth on Section 8.2(e) of the Company Disclosure Schedule shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect;obtained. (f) The Shareholders Nadaud Intellectual Property Transfer shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4;been completed. (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks Company shall have delivered a copy thereof;to Parent such audited and unaudited financial statements for the Company and the Subsidiaries, prepared in accordance with GAAP, as are required to be filed by Parent with its Current Report on Form 8-K in connection with the consummation of the Contemplated Transactions. (h) Camworks All proceedings of the Company, the Subsidiaries and the Shareholders that are required in connection with the Contemplated Transactions shall be reasonably satisfactory in form and substance to Parent and its counsel, and Parent and its counsel shall have delivered a copy received such evidence of the unanimous written consent referred to any such proceedings, good standing certificates (if applicable), organizational and governing documents, certified if requested, as may be reasonably requested and is customary in Section 7.1(a);transactions such as this one. (i) all third party consents All shareholders agreements, voting agreements, registration rights agreements and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement similar agreements between or the consummation among any of the transactions contemplated hereby Company, the Subsidiaries, the Shareholders and/or any of their respective Affiliates (other than the Registration Rights Agreement), and all other agreements set forth on Section 8.2(i) of the Company Disclosure Schedule, shall have been obtained; (j) parent shall have received resignation letters from each terminated, without any further liability or obligation of any of the members Company or the Subsidiaries thereunder, and shall cease to be of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised force or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each of ▇▇. ▇▇▇▇▇▇▇ and ▇▇effect.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following further conditions: (a) The representations and warranties of BBT contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Camworks and the Shareholders contained in this Agreement BBT that are not so qualified 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), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;all material respects. (b) Camworks and the Shareholders BBT shall have performed or and complied in all material respects with all agreements covenants, agreements, obligations and covenants conditions required by this Agreement to be performed or complied with by it on BBT at or prior to the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effect;Closing. (c) Parent There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of the transactions contemplated hereby, could reasonably be expected to have a material adverse effect on Parent’s ability to exercise control over or manage BBT after the Closing or (c) could reasonably be expected to have a material adverse effect on the Business or BBT. (d) On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated hereby. (e) BBT shall have received the pooling letter agreements referred delivered to in Section 2.8(b)Parent a certificate, dated the Closing Date, from each executed by the Secretary of BBT, certifying as to (a) BBT’s certificate of incorporation, (b) BBT’s by-laws, (c) resolutions with respect to the Shareholders; transactions contemplated by this Agreement adopted by BBT’s board of directors and shareholders and attached to such certificate, and (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution date) incumbency and addressed to Parent, signatures of the letter referred persons who have executed this Agreement, the Related Agreements and any other documents, certificates and agreements to in Section 4.8; (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been be executed and delivered by each at the Closing pursuant to this Agreement or any of the Shareholders and the Shareholder Representative, and in the case Related Agreements on behalf of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect;BBT. (f) The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each Each of ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an employment agreement with the Surviving Corporation (collectively, the “EMPLOYMENT AGREEMENTS”), substantially in the form of EXHIBIT B. (g) Each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into a lock-up agreement with Parent (collectively, the “LOCK-UP AGREEMENTS”), substantially in the form of EXHIBIT C. (h) BBT shall have furnished Parent with copies of the Ownership and Nondisclosure Agreements signed by each employee, officer, consultant or contractor of BBT identified on SCHEDULE 4.16(G). (i) Parent shall have received stock certificates representing the Shares. (j) No material adverse change affecting BBT shall have occurred.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following further conditions: (a) The representations and warranties of Southern contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Camworks and the Shareholders contained in this Agreement Southern that are not so qualified 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), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;all material respects. (b) Camworks and the Shareholders Southern shall have performed or and complied in all material respects with all agreements covenants, agreements, obligations and covenants conditions required by this Agreement to be performed or complied with by it on Southern at or prior to the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effect;Closing. (c) Parent There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage Southern after the Closing or (c) could have a Material Adverse Effect on Southern. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (e) Southern shall have received the pooling letter agreements referred delivered to in Section 2.8(b)Parent a certificate, dated the Closing Date, from each executed by a duly authorized officer of Southern certifying the fulfillment of the Shareholders; conditions specified in Sections 8.2(a), (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution dateb) and addressed to Parent, of the letter referred to in Section 4.8; (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect;c). (f) The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks Southern shall have delivered to Parent a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b)certificate, dated the Closing Date, from each executed by the Secretary of ▇▇. ▇▇▇▇▇▇▇ Southern, certifying as to (i) Southern’s Governing Documents, (ii) resolutions with respect to the Merger adopted by Southern’s board of directors and ▇▇shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (g) All documents to be delivered by Southern to Parent at the Closing shall be satisfactory in form and substance to Parent. (h) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent Counsel, in connection with (a) the execution and delivery by Southern of this Agreement or (b) the consummation by Southern of the Merger and copies of all such Consents shall have been delivered to Parent. (i) Parent shall receive possession of the Certificates. (j) Southern shall have executed and delivered to Parent a Certificate of Conversion Ratio in the form attached as Exhibit B hereto. (k) Southern shall have delivered to Parent the financial statements set forth in Section 4.6, audited by an independent certified public accounting firm reasonably acceptable to Parent, the results of which audits shall be satisfactory to Parent. (l) Parent shall have completed a business and legal due diligence investigation of Southern, the results of which shall be satisfactory to Parent.

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 of the following further conditions:conditions (any one of which may be waived in whole or part by Parent in its sole discretion by giving written notice to the Company in compliance with Section 10.1 hereof): (a) (i) the Company shall have performed all of its material obligations hereunder required to be performed by it at or prior to the Effective Time; and (ii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) (i) each of the representations and warranties of Camworks and the Shareholders Company contained in this Agreement shall have been true and correct in all material respects at the time originally made (as qualified by the Company Disclosure Schedule) and shall be true and correct as of the Effective Time (as though made on qualified by the Updated Company Disclosure Schedule delivered by the Company most recently prior to the delivery of the Merger Election Notice by Parent); and (ii) the Company shall deliver to Parent at the Closing a certificate, dated as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), and Parent shall have received a certificate of an officer of Camworks and each date of the Shareholders to such effect; (b) Camworks Closing and signed by the Shareholders shall have performed Company’s President 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 TimeChief Executive Officer, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders certifying to that effect; (c) Parent shall have received the pooling letter agreements referred to in Section 2.8(b), dated the Closing Date, from each of the Shareholdersofficers or employees of the Company responsible for oversight of the (i) research and development, (ii) operations, (iii) clinical, and (iv) general management functions of the Company shall have executed and delivered non-competition agreements with Parent in the form attached hereto as Exhibit F; (d) except in the case of such person’s death or permanent disability, the persons identified by Parent at the time of delivery of a Merger Election Notice shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution date) executed and addressed delivered an employment agreement or a consulting agreement with Parent in form and substance satisfactory to Parent, of the letter referred to in Section 4.8Parent and such person; (e) The Registration and Rights Agreement and no Material Adverse Effect with respect to the Escrow Agreement each Company’s business shall have occurred or been executed and delivered discovered by each Parent since the date of delivery of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effectMerger Election Notice; (f) The Shareholders no injunction or other decree shall have executed employment agreements substantially been issued by any court of competent jurisdiction prohibiting the sale of the Contingent Payment Products by the Company or Parent on the basis of any rights held by a third party (including without limitation any rights of any third party in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4any Intellectual Property); (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the executionHeller, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of CamworksEhrman, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each of White & ▇▇. ▇▇▇▇▇▇▇ LLP or other legal counsel to the Company approved by Parent in its sole discretion will have issued a legal opinion in the form attached hereto as Exhibit G; (h) the Company shall have delivered a properly executed statement, dated as of the Closing Date, in a form reasonably acceptable to Parent conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3); (i) the Company shall have delivered to Parent and ▇▇Merger Sub a certificate that (x) incorporates by reference the representations and warranties set forth in Section 3.2 and sets forth the information required to be set forth on Section 3.2 of the Company Disclosure Schedule as of the Effective Time, (y) sets forth a description of all Stockholder Debt to be outstanding immediately prior to the Effective Time, including the current holder thereof and the maximum amount required to discharge such Stockholder Debt in full (including any accrued interest, prepayment fees or costs, and any increases or multiples of the principal amount thereof), and (y) sets forth a description of all Merger-Triggered Fees, including the persons to whom they are payable, and the respective maximum amounts thereof (the “Capitalization and Fee Certificate”), which Capitalization and Fee Certificate shall be deemed to be a representation and warranty of the Company hereunder; (j) the Company shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the Merger under all notes, bonds, mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises and other instruments or obligations to which it is a party, other than consents or approvals which, if not obtained, would not have a Parent Impairment either prior to or following the Closing; (k) any and all rights, warrants, options or other instruments or rights to purchase shares of Company Common Stock or Company Preferred Stock (other than Company Options and Company Warrants, which shall be converted into the right to receive a portion of the Merger Consideration in accordance with Section 2.1) outstanding immediately prior to the Closing, whether or not exercisable, whether or not vested, and whether or not performance based, shall have been exercised or terminated, and, except for the Stockholder Debt set forth on the Capitalization and Fee Certificate which shall be paid by Parent at the Closing in accordance with Section 1.5(a), all outstanding convertible notes shall have been cancelled without repayment or converted into capital stock of the Company; (l) if requested by Parent, the Company shall have held a Stockholders Meeting and the Company Stockholders shall have approved the entrance by the Company into this Agreement and the consummation of the transactions contemplated hereby, including the Merger; and (m) holders of no more than 5.0% of the aggregate outstanding Company Common Stock and Company Preferred Stock (calculated on an as-converted to Company Common Stock basis) as of the Effective Time shall have elected to, or continue to have contingent rights to, exercise dissenters’, appraisal or similar rights under California Law with respect to such shares.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and the Merger Sub to consummate effect the Merger are is subject to the satisfaction (or, to the extent permitted under applicable law, waiver by Parent and the Merger Sub) on or prior to the Closing Date of the following further conditions: (a) each Each of the representations and warranties of Camworks and the Shareholders CASH contained in this Agreement shall be true and correct as in all respects (in the case of any representation or warranty qualified by materiality or CASH Material Adverse Effect) or in all material respects (in the Effective Time as though made case of any representation or warranty not qualified by materiality or CASH Material Adverse Effect) on and as of the Effective Time (except to the extent expressly made date hereof and on and as of an earlier date, in which case the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), and Parent the contents of all Schedules shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;be reasonably acceptable. (b) Camworks and the Shareholders CASH shall have performed or complied in all material respects with all agreements agreements, obligations and covenants required by this Agreement to be performed or complied with by it on CASH under this Agreement at or prior to the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effect;Closing. (c) The approval of the Merger, in compliance with the CASH Charter Documents, and the DGCL, by CASH’s board of directors and holders of a majority of CASH Common Stock shall have been obtained at or prior to Closing and no holders shall have exercised any appraisal rights. (d) A certificate of good standing of CASH from its jurisdiction of incorporation dated a date reasonably proximate to the Closing Date. (e) Parent shall have received the pooling letter agreements referred to in Section 2.8(b)such other certificates, dated the Closing Date, from each of the Shareholders; (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution date) instruments and addressed to documents as may reasonably be requested by Parent, of the letter referred to in Section 4.8; (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect;. (f) The Shareholders CASH shall not have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4;filed for protection under any applicable bankruptcy laws nor has any 3rd party commenced such an action against CASH. (g) The Board of Directors of Camworks CASH shall have approved executed and delivered this transaction by unanimous written consent Agreement and Camworks each of the shareholders listed on Schedule 4.8(i) shall have signed and delivered a copy thereof;this Agreement acknowledging their duties and restrictions pursuant to Section 4.8. (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (iAll liabilities aside from those listed on Schedule 5.1(l) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported satisfied prior to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each of ▇▇. ▇▇▇▇▇▇▇ and ▇▇Closing.

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 of the following further conditions: : (a) each 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, (b) the representations and warranties of Camworks and the Shareholders Company contained in this Agreement (i) that are qualified by materiality or Company Material Adverse Effect shall be true and correct at and as of the Effective Time as though if made on at and as of the Effective Time such time (except to the extent expressly made at and as of an earlier another specific date, in which case at and as of such specific date), and Parent (ii) that are not qualified by materiality or Company Material Adverse Effect shall have received a certificate of an officer of Camworks be true and each of the Shareholders to such effect; (b) Camworks and the Shareholders shall have performed or complied correct in all material respects with all agreements at and covenants required by this Agreement to be performed or complied with by it on or prior as of the Effective Time as if made at and as of such time (except to the Effective Timeextent expressly made at and as of another specific date, in which case at and Parent shall have received a certificate as of an officer of Camworks and each of the Shareholders to that effect; such specific date), (c) Parent shall have received the pooling letter agreements referred to in Section 2.8(b), dated the Closing Date, from each a certificate signed by an executive officer of the Shareholders; Company to the foregoing effect, (d) Parent or Merger Sub shall have received written confirmation from KPMG LLP, dated the Closing Date (if different proceeds from the execution date) and addressed Debt Financing, or alternative financing sufficient to Parentconsummate the Merger, of the letter referred to in Section 4.8; (e) The Registration and Rights Agreement and Holders of not more than 10% of the Escrow Agreement each outstanding shares of Company Stock shall have been executed and delivered by each of exercised dissenters’ rights in accordance with Minnesota Law (excluding any holders who have exercised but have failed to properly perfect, or have otherwise lost, such rights prior to the Shareholders and the Shareholder RepresentativeEffective Time in accordance with Minnesota Law), and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect; (f) The Shareholders the Company shall have executed employment agreements substantially in delivered to Parent certified copies of (i) the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in resolutions duly adopted by the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with Company authorizing the execution, delivery and performance of this Agreement or and the consummation Merger and (ii) the resolutions duly adopted by the Company’s shareholders adopting this Agreement, (g) the Company shall have delivered to Parent a certificate of the transactions contemplated hereby Company to the effect that the Company is not a U.S. real property holding company substantially in the form attached hereto as Exhibit B hereto, and (h) no Company Material Adverse Effect shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall occurred and be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each of ▇▇. ▇▇▇▇▇▇▇ and ▇▇continuing.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent, on behalf of itself and Merger Sub) of the following further conditions: (a) each The Company shall have performed and complied with in all material respects all of its obligations and agreements hereunder required to be performed or complied with by the Company at or prior to the Closing; (b) The representations and warranties of Camworks and the Shareholders Company contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall be true and correct (i) in all material respects as of the Effective Time as though made on and as date of the Effective Time this Agreement (except where any such representations and warranties expressly relate to a specific date prior to the extent expressly made as date of an earlier datethis Agreement, then such representations and warranties will be true and correct in which case all material respects as of such date), and Parent (ii) as of the Closing (or, if such representations and warranties expressly relate to a specific date between signing and the Closing, then as of such date), except, in the case of this clause (ii) where the failure of such representations and warranties of the Company to be accurate at the Closing (or such other date), when taken as a whole, would not reasonably be expected to result in a Company Material Adverse Effect; (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect; (d) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub shall have received a certificate of duly executed by an officer of Camworks and each of the Shareholders to such effect; (b) Camworks and the Shareholders 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 Camworks and each of the Shareholders to that effect; (c) Parent shall have received the pooling letter agreements referred to in Section 2.8(b)Company, dated as of the Closing Date, from each certifying as to the satisfaction of the Shareholders; (d) Parent shall have received written confirmation from KPMG LLPconditions set forth in ‎Section 9.02(a), dated the Closing Date (if different from the execution date‎9.02(b) and addressed to Parent, of ‎9.02(c) (the letter referred to in Section 4.8“Company Certificate”); (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effectReserved; (f) The Shareholders Equityholder Representative shall have delivered to Parent a duly executed employment agreements substantially counterpart to the Escrow Agreement, in a form to be agreed between the form of Exhibits F-1Parent, F-2 the Equityholder Representative and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4Escrow Agent (the “Escrow Agreement”); (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereofReserved; (h) Camworks The Company shall have delivered a copy of to Parent, the unanimous written consent referred Estimate Statement and the Allocation Schedule pursuant to in Section 7.1(a‎Section 2.08(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby The Company shall have been obtained; (j) parent shall have received resignation letters from delivered to Parent written resignations of each of the members directors and officers of each of the board of directors of CamworksAcquired Companies, which resignations shall be effective as of the effective time of the MergerEffective Time; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (oj) Parent and Merger Sub shall have received from an officer of the lockCompany a certificate having attached thereto (i) the Certificate of Incorporation as in effect immediately prior to the Effective Time, (ii) the Bylaws of the Company as in effect immediately prior to the Effective Time, (iii) the Governing Documents of each other Acquired Company, (iv) resolutions approved by the Company’s Board of Directors authorizing the transactions contemplated hereby, including the treatment of Company Stock Options, (v) the executed Written Consent by at least 70% of (1) the issued and outstanding shares of Company Stock (on an as-up agreements referred converted basis with respect to in Section 2.10(bany shares of Company Preferred Stock held by such holder), voting together as a single class, (2) the Company Preferred Stock (on an as-converted basis), voting together as a single class, and (3) the Series B Preferred Stock (on an as-converted basis) (the “Required Stockholders”), and (vi) certificates of good standing (including tax good standing) issued by the Delaware Secretary of State and for each other state where the Company is qualified to do business, in each case dated as of a date no more than two (2) Business Days prior to the Closing Date, from each of ▇▇. ▇▇▇▇▇▇▇ and ▇▇.;

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following further conditions: (a) The representations and warranties of United and Promark contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Camworks United and the Shareholders contained in this Agreement Promark that are not so qualified 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), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;all material respects. (b) Camworks United and the Shareholders Promark shall have performed or and complied in all material respects with all agreements covenants, agreements, obligations and covenants conditions required by this Agreement to be performed or complied with by it on United and Promark at or prior to the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effect;Closing. (c) Parent There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Merger, (b) could have a Material Adverse Effect on Parent’s ability to exercise control over or manage United and Promark after the Closing or (c) could have a Material Adverse Effect on United or Promark. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Merger. (e) United and Promark shall have received the pooling letter agreements referred delivered to in Section 2.8(b)Parent a certificate, dated the Closing Date, from each executed by a duly authorized officer of United and Promark certifying the fulfillment of the Shareholders; conditions specified in Sections 10.2(a), (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution dateb) and addressed to Parent, of the letter referred to in Section 4.8; (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect;c). (f) The Shareholders shall have executed employment agreements substantially in the form Each of Exhibits F-1, F-2 United and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks Promark shall have delivered to Parent and Merger Sub a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b)certificate, dated the Closing Date, from each executed by its Secretary, certifying as to (i) its Governing Documents, (ii) resolutions with respect to the Merger adopted by its board of ▇▇. ▇▇▇▇▇▇▇ directors and ▇▇shareholders attached thereto, and (iii) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement. (g) All documents to be delivered by United and Promark to Parent and Merger Sub at the Closing shall be satisfactory in form and substance to Parent and Merger Sub. (h) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Parent counsel, in connection with (a) the execution and delivery by United and Promark or (b) the consummation by United of the Merger, and copies of all such Consents shall have been delivered to Parent.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following further conditions: (a) The representations and warranties of BBT contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Camworks and the Shareholders contained in this Agreement BBT that are not so qualified 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), and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to such effect;all material respects. (b) Camworks and the Shareholders BBT shall have performed or and complied in all material respects with all agreements covenants, agreements, obligations and covenants conditions required by this Agreement to be performed or complied with by it on BBT at or prior to the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effect;Closing. (c) Parent There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of the transactions contemplated hereby, (b) could reasonably be expected to have a material adverse effect on Parent's ability to exercise control over or manage BBT after the Closing or (c) could reasonably be expected to have a material adverse effect on the Business or BBT. (d) On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated hereby. (e) BBT shall have received the pooling letter agreements referred delivered to in Section 2.8(b)Parent a certificate, dated the Closing Date, from each executed by the Secretary of BBT, certifying as to (a) BBT's certificate of incorporation, (b) BBT's by-laws, (c) resolutions with respect to the Shareholders; transactions contemplated by this Agreement adopted by BBT's board of directors and shareholders and attached to such certificate, and (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution date) incumbency and addressed to Parent, signatures of the letter referred persons who have executed this Agreement, the Related Agreements and any other documents, certificates and agreements to in Section 4.8; (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been be executed and delivered by each at the Closing pursuant to this Agreement or any of the Shareholders and the Shareholder Representative, and in the case Related Agreements on behalf of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect;BBT. (f) The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained; (j) parent shall have received resignation letters from each of the members of the board of directors of Camworks, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred any events or circumstances since the date of this Agreement that would have a Camworks Material Adverse Effect; (o) Parent shall have received the lock-up agreements referred to in Section 2.10(b), dated the Closing Date, from each Each of ▇▇. ▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an employment agreement with the Surviving Corporation (collectively, the "EMPLOYMENT AGREEMENTS"), substantially in the form of EXHIBIT B. (g) Each of ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into a lock-up agreement with Parent (collectively, the "LOCK-UP AGREEMENTS"), substantially in the form of EXHIBIT C. (h) BBT shall have furnished Parent with copies of the Ownership and Nondisclosure Agreements signed by each employee, officer, consultant or contractor of BBT identified on SCHEDULE 4.16(G). (i) Parent shall have received stock certificates representing the Shares. (j) No material adverse change affecting BBT shall have occurred.

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate effect the Merger are transactions contemplated by this Agreement shall be further subject to the satisfaction fulfillment at or prior to the Closing Date of the following further conditions, any one or more of which may be waived by Parent: (a) each of the representations and warranties of Camworks the Principal Stockholders and the Shareholders contained Phoenix set forth in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct and (ii) the representations and warranties of the Principal Stockholders and Phoenix set forth in this Agreement that are not so qualified 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 such date (except to the extent expressly unless any such representation or warranty is made only as of an earlier a specific date, in which event such representation and warranty shall be true and correct or true and correct in all material respects, as the case may be, as of such specified date)) except that the representations and warranties set forth in Sections 3.1, 3.2, 4.1, 4.2 and Parent 4.3 shall have received a certificate of an officer of Camworks be true and each of the Shareholders to such effect;correct. (b) Camworks Principal Stockholders and the Shareholders Phoenix shall have performed or and complied in all material respects with all the covenants and agreements and covenants required by contained in this Agreement required to be performed or and complied with by it on Principal Stockholders or Phoenix, as the case may be, at or prior to the Effective Time, and Parent shall have received a certificate of an officer of Camworks and each of the Shareholders to that effectClosing Date; (c) Parent shall have received the pooling letter agreements referred to in Section 2.8(b), a certificate dated the Closing Date, Date from each of the ShareholdersPrincipal Stockholders and Phoenix to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (d) Parent shall have received written confirmation from KPMG LLP, dated the Closing Date (if different from the execution date) and addressed to Parent, of the letter referred to in Section 4.8; (e) The Registration and Rights Agreement and the Escrow Agreement each shall have been executed and delivered by each of the Shareholders and the Shareholder Representative, and in the case of the Escrow Agreement, the Escrow Agent, and shall be in full force and effect; (f) The Shareholders shall have executed employment agreements substantially in the form of Exhibits F-1, F-2 and F-3, respectively, each including a non-competition agreement substantially in the form of Exhibit F-4; (g) The Board of Directors of Camworks shall have approved this transaction by unanimous written consent and Camworks shall have delivered a copy thereof; (h) Camworks shall have delivered a copy of the unanimous written consent referred to in Section 7.1(a); (i) all third party consents and waivers required to be obtained in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby Phoenix Required Approvals shall have been obtained; (je) parent shall have received resignation letters from each since the date of the members of the board of directors of Camworksthis Agreement, which resignations shall be effective as of the effective time of the Merger; (k) no person shall have exercised or purported to have exercised dissenter's rights under the MBCA and no person other than the Shareholders shall have claimed an interest in the equity or assets of Camworks; (l) [Reserved] (m) amounts outstanding under the Camworks' line of credit shall not exceed $5,000; (n) there shall not have occurred or been discovered any events change, event, circumstance or circumstances since development that has had, or would reasonably be expected to have, individually or in the date of this Agreement that would have aggregate, a Camworks Material Adverse Effect; (f) each party to the Ancillary Agreements (other than Parent or Merger Sub) shall have executed and delivered the Ancillary Agreements; (g) duly executed UCC 3 termination statements, mortgage releases, together with a letter from each secured party or mortgagee, unconditionally agreeing to release the security interest held by such secured party against receipt of a stated sum representing the total amount owed by the Company to such secured party; (h) the Company shall have delivered duly executed resignations of all of the directors and officers of the Company and the Subsidiaries, provided, that no such resignation of an officer or director from such position shall, in it of itself, constitute a termination of any such individual’s employment with the Company; (i) the Stockholder Approval shall not have been rescinded; (j) consummation of satisfactory employment or consulting arrangements with each of the individuals listed on Section 7.3(j) of the Disclosure Schedule; (k) the Company shall have provided Parent with a statement, pursuant to Section 1.897-2(h) of the Treasury Regulations, certifying that an interest in the Company in not a U.S. real property interest within the meaning of Section 897(c)(1) of the Code; (l) the Company’s independent accountants shall have completed the audit of Phoenix and its Subsidiaries with respect to the twelve months ended December 31, 2007 and delivered an audit opinion with respect thereto; (m) the aggregate number of shares of Phoenix Common Stock that are Dissenting Shares shall not exceed 11% of the shares of Phoenix Common Stock outstanding immediately prior to the Effective Time; (n) the Company shall have delivered to Parent duly executed letter agreements in form and substance reasonably satisfactory to Parent and its counsel, providing for the payment and cancellation of all of the outstanding Indebtedness (other than the Notes) as of the Closing Date; (o) Parent all conditions (other than the consummation of the Merger) to the purchase of the outstanding Notes in the Debt Offer and/or the Redemption shall have been satisfied and discharged in compliance with the terms of the Notes and applicable Law and as contemplated by the Debt Documents, and the Notes shall have been purchased in the Debt Offer and/or called for redemption and the Indenture satisfied and discharged in compliance with the terms of the Notes and applicable Law and as contemplated by the Debt Documents; (p) The Company shall have received from the lock-up agreements referred agent under its Credit Agreement a waiver with respect to in Section 2.10(b)the Debt Offer, dated the Closing Date, from each of ▇▇. ▇▇▇▇▇▇▇ Solicitation and ▇▇the Redemption; (q) the Plan Trustee shall have voted upon this Agreement and the transactions contemplated hereunder; and (r) the existing stockholders’ agreement shall have been terminated.