Common use of Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2 Clause in Contracts

Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2. The obligations of Parent, Merger Sub 1 and Merger Sub 2 to consummate the Mergers are subject to the satisfaction on or prior to the Closing Date of the following conditions (which may be waived in whole or in part by Parent): (a) the Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing; (b) (i) the representations and warranties of the Company contained in the first sentence of Section 4.01 (Corporate Existence and Power), Section 4.02(a) (Corporate Authorization), Section 4.05 (Capitalization) (other than the second and third sentences of Section 4.05), Section 4.21 (Finders’ Fees), and Section 4.23 (Antitakeover Statutes) shall be true and correct in all material respects, in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects only at and as of such time), (ii) the representations and warranties of the Company contained in the second and third sentences of Section 4.05 (Capitalization) shall be true and correct, except where the failure to be true and correct, individually or in the aggregate, is a de minimis inaccuracy and (iii) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct in all respects (disregarding all materiality and Company Material Adverse Effect qualifiers contained therein), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects (disregarding all materiality and Company Material Adverse Effect qualifiers contained therein) only at and as of such time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (c) since the date of this Agreement, there shall not have been any effect, change, condition, occurrence or event that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (d) Parent shall have received a certificate signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c) has been satisfied; and (e) Parent shall have received the opinion of nationally recognized outside counsel, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent, the Company, Merger Sub 1 and Merger Sub 2, reasonably satisfactory in form and substance to such counsel.

Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2. The respective obligations of Parent, Merger Sub 1 and Merger Sub 2 to consummate consummate, or cause to be consummated, the Mergers Transactions, are subject to the satisfaction on at or prior to the Closing Date Effective Time of the following conditions (any or all of which may be waived by Parent, in whole or in part part, to the extent permitted by Parentapplicable Law): (a) the Company shall have performed delivered a certificate, duly executed by the Chief Executive Officer of the Company, dated the Closing Date, certifying that the conditions specified in all material respects all Section 6.3(h), Section 6.3(i) and Section 6.3(j), have been fulfilled; (b) the Company shall have delivered each of its covenants the deliverables required by in Section 2.7(b); (c) the Company shall have delivered evidence of the conversion of the Bridge Notes, prior to or as of the Effective Time, in accordance with Section 5.5 hereof, in form and obligations hereunder substance reasonably satisfactory to Parent; (d) the aMAZE IDE Clinical Trial has not been suspended or ceased enrolling participants; (e) if required pursuant to be performed Section 5.6 hereof, the Section 280G Payments shall have been submitted to the holders of Company Common Stock as required by it at Section 280G(b)(5)(A)(ii) of the Code for approval or disapproval and such payments will have been approved or disapproved by the such securityholders and, if disapproved, such payments shall have been waived by the recipients thereof and shall not have been made; (f) the Company shall have delivered letters of resignation and release, effective as of the Effective Time, in form and substance reasonably satisfactory to Parent, from each of the directors and officers of the Company and each person holding a comparable position with any of the Company’s Subsidiaries, in each case other than those officers, if any, designated in writing by Parent prior to the Closing; (bg) the Company shall have delivered such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the Transactions contemplated by this Agreement; (ih) the representations and warranties of the Company contained in the first sentence Article 3 of Section 4.01 (Corporate Existence this Agreement, without giving effect to any “material,” “materially” or Company Material Adverse Effect qualification contained in such representations and Power)warranties, Section 4.02(a) (Corporate Authorization), Section 4.05 (Capitalization) (other than the second and third sentences of Section 4.05), Section 4.21 (Finders’ Fees), and Section 4.23 (Antitakeover Statutes) shall be true and correct at and as of the Effective Time in all material respects (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (i) each of the covenants and obligations of the Company to be performed at or before the Effective Time shall have been duly performed, in all material respects, in each case at and as of or before the date of this Agreement and at and as of the Closing as if made at and as of the Closing (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects only at and as of such time), (ii) the representations and warranties of the Company contained in the second and third sentences of Section 4.05 (Capitalization) shall be true and correct, except where the failure to be true and correct, individually or in the aggregate, is a de minimis inaccuracy and (iii) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct in all respects (disregarding all materiality and Company Material Adverse Effect qualifiers contained therein), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects (disregarding all materiality and Company Material Adverse Effect qualifiers contained therein) only at and as of such time), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;Effective Time; and (cj) since the date of this Agreement, there shall not have been occurred any effect, change, condition, occurrence or event that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (d) Parent shall have received a certificate signed by an executive officer of the Company certifying that each of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c) has been satisfied; and (e) Parent shall have received the opinion of nationally recognized outside counsel, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent, the Company, Merger Sub 1 and Merger Sub 2, reasonably satisfactory in form and substance to such counsel.

Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2. The obligations of Parent, Merger Sub 1 and Merger Sub 2 to consummate the Mergers are subject to the satisfaction on or prior (or, to the Closing Date extent permitted by Applicable Law, waiver by Parent) of the following conditions (which may be waived in whole or in part by Parent):further conditions: (a) the Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the ClosingFirst Merger Effective Time; (b) (i) the representations and warranties of the Company contained in the first sentence of Section 4.01 (Corporate Existence and Power), Section 4.02(a) (Corporate Authorization), Section 4.05 (Capitalization) (other than the second and third sentences of Section 4.05), Section 4.21 (Finders’ Fees), and Section 4.23 (Antitakeover Statutes4.05(a) shall be true and correct in all material respectscorrect, in each case subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct in all material respects only at and as of such timedate), ; (ii) the representations and warranties of the Company contained in Section 4.01 (other than the second and third sentences of sentence thereof), Section 4.05 4.02, Section 4.04(i), Section 4.06(b) (Capitalization) shall be true and correct, except where the failure solely with respect to be true and correct, individually or in the aggregate, is a de minimis inaccuracy and (iii) all other representations and warranties Major Subsidiaries of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto Company), Section 4.27, Section 4.28 and Section 4.29 shall be true and correct in all material respects (disregarding all materiality and Company Material Adverse Effect qualifiers contained therein), in each case at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Company Material Adverse Effect qualifiers contained therein) only warranties are given as of another specific date, at and as of such timedate), except, in the case of this clause (iii)) only, where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (c) since the date of this Agreement, there shall not have been occurred any effectevent, change, conditioneffect, development or occurrence or event that, individually or in the aggregate, that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; (d) Parent both (i) the early termination or expiration of the waiting period required under the HSR Act shall have received a certificate signed by an executive officer of occurred and (ii) the Company certifying that each of Required Governmental Authorizations and the conditions Parent Required Governmental Authorizations set forth in Section 9.02(a9.02(d) of the Parent Disclosure Schedule shall have been made or obtained and shall be in full force and effect and, in each case in this clause (d), Section 9.02(b) and Section 9.02(c) has been satisfied; andshall not impose any term or condition that would have or would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect on Parent or the Company; (e) Parent shall have received a certificate from an executive officer of the Company confirming the satisfaction of the conditions set forth in Sections 9.02(a), 9.02(b) and 9.02(c); (f) Parent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ (or another nationally recognized outside counsel, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date, law firm) substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, that (i) for U.S. federal income tax purposes the Mergers, taken together, will qualify be treated as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(a368(b) of the Code. In rendering such opinion, counsel may require and ▇▇▇▇▇ ▇▇▇▇ shall be entitled to rely upon representations assumptions, representations, warranties and covenants, including those contained in certificates this Agreement and in the Tax Representation Letters described in Section 8.13; and (g) (i) CMS shall not have imposed any sanction involving suspension of officers marketing, enrollment and/or payment (it being understood and agreed that the imposition of Parenta civil monetary penalty that does not involve the suspension of payment will not be included in this clause (i)) under any Medicare Advantage Contract or Medicare Part D Contract to which the Company or any of its Subsidiaries is a party, (ii) CMS shall not have terminated any Medicare Advantage Contract or Medicare Part D Contract to which the Company or any of its Subsidiaries is a party and (iii) the Company or any of its Subsidiaries shall not have suspended enrollment or marketing under any Medicare Advantage Contract or Medicare Part D Contract to which the Company or any of its Subsidiaries is a party (each of the items in clauses (i), (ii) and (iii) of this Section 9.02(g), a “CMS Sanction”), in each case which CMS Sanction, individually or in the aggregate with any and all other CMS Sanctions, is, or would reasonably be expected to be, material and adverse to the Company and its Subsidiaries, taken as a whole (it being understood and agreed that, among other things, the Companyimpact (and the reasonably expected impact) on current or future stars rating, Merger Sub 1 membership, revenue, stars bonus payments, open enrollment and Merger Sub 2earnings, as well as the impact (both positive and negative) (and the reasonably satisfactory expected impact) of any remediation or other offsetting actions taken by the Company or any of its Subsidiaries (collectively, the “Relevant Factors”), shall be taken into account in form determining if such CMS Sanction, individually or in the aggregate with any and substance all other CMS Sanctions, is, or would reasonably be expected to such counselbe, material and adverse to the Company and its Subsidiaries, taken as a whole).