Common use of Merger Closing Clause in Contracts

Merger Closing. (a) The Merger shall be consummated (the “Closing”) at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the “Closing Date”). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Department of Treasury of the State of New Jersey a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the NJBCA and shall make all other filings or recordings required under the NJBCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Department of Treasury of the State of New Jersey, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 14A:10-5.1 of the NJBCA as promptly as practicable.

Merger Closing. At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Merger Boxing shall be consummated (the “Closing”) at 10:00 a.m. (Eastern time) on a date deliver, or cause to be specified by the partiesdelivered, which shall be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by applicable LawAcquiror and Newco, the following documents and shall take the following actions: (i) waiver A certificate of the conditions set forth President and Secretary of Boxing certifying to the continuing validity in Article 7 all respects of the certificates delivered pursuant to Section 2.2(a)(i), (other than any ii), (iii), (iv) and (v) as if such conditions that by their nature cannot be satisfied until certificates had been delivered, and the statements contained therein made, on the Merger Closing Date, which Date with respect to the Merger; (ii) Boxing shall be required cause to be so satisfied or (to filed with the extent permitted by applicable Law) waived on Secretary of State of the Closing Date), at State of Delaware the offices Certificate of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; and (such date upon which iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the Closing occurs, the “Closing Date”)transactions contemplated under this Agreement. (b) At Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the ClosingStockholders, the parties hereto following documents and shall cause take the following actions: (i) A certificate or certificates representing each Stockholder's and LM Holder's allocable portion of the Merger Consideration; (ii) A certificate executed by an authorized officer of Acquiror certifying to be consummated by causing to be filed with the Department of Treasury continuing validity in all respects of the State of New Jersey a certificate of merger (the “Certificate of Merger”certificates delivered pursuant to Section 2.2(b)(iii), in (iv), (v), (vi), (vii), (viii) as if such form as required bycertificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (A) A certificate shall be executed in accordance withby an authorized officer of Acquiror attesting to the fact that the First Acquiror Financing has been consummated, the relevant provisions Acquiror has received at least 87% of the NJBCA and shall make all other filings or recordings required under the NJBCA. The Merger shall become effective at gross of such time as the Certificate of Merger is duly filed with the Department of Treasury of the State of New Jersey, or at such later time as Parent financing and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Bridge Loan has been consummated. (ciii) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% Each of the outstanding shares officers and directors of Company Common Stock after giving effect Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons except as set forth on Schedule 4.2(o); and (iv) Such other documents and agreements as reasonably requested by Boxing or the closing of Stockholders to effectively consummate the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 14A:10-5.1 of the NJBCA as promptly as practicabletransactions contemplated under this Agreement.

Merger Closing. (a) The Merger shall be consummated (the “"Closing”") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the third second (3rd2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ & Dodge LLP, 11▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the “"Closing Date”"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed filing with the Department Secretary of Treasury State of the State of New Jersey Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the “"Certificate of Merger”"), in such form as required by, and executed in accordance with, the relevant provisions of the NJBCA DGCL and shall make all other filings or recordings required under the NJBCADGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Department Secretary of Treasury State of the State of New JerseyDelaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time”"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 14A:10-5.1 of the NJBCA as promptly as practicable.

Merger Closing. At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Merger Boxing shall be consummated (the “Closing”) at 10:00 a.m. (Eastern time) on a date deliver, or cause to be specified by the partiesdelivered, which shall be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by applicable LawAcquiror and Newco, the following documents and shall take the following actions: (i) waiver A certificate of the conditions set forth President and Secretary of Boxing certifying to the continuing validity in Article 7 all respects of the certificates delivered pursuant to Section 2.2(a)(i), (other than any ii), (iii), (iv) and (v) as if such conditions that by their nature cannot be satisfied until certificates had been delivered, and the statements contained therein made, on the Merger Closing Date, which Date with respect to the Merger; (ii) Boxing shall be required cause to be so satisfied or (to filed with the extent permitted by applicable Law) waived on Secretary of State of the Closing Date), at State of Delaware the offices Certificate of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; and (such date upon which iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the Closing occurs, the “Closing Date”)transactions contemplated under this Agreement. (b) At Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the ClosingStockholders, the parties hereto following documents and shall take the following actions: (i) Acquiror shall deliver or shall cause to be delivered to each of the Stockholders a certificate or certificates representing such Stockholder's allocable portion of the Preferred Merger Shares and the Merger to be consummated by causing to be filed with the Department of Treasury Warrant in payment of the State Merger Consideration; (ii) A certificate shall be executed by an authorized officer of New Jersey a certificate Acquiror certifying to the continuing validity in all respects of merger (the “Certificate of Merger”certificates delivered pursuant to Section 2.2(b)(iii), in (iv), (v), (vi), (vii), (viii) as if such form as required bycertificates had been delivered, and the statements contained therein made, on the Merger Closing Date with respect to the Merger; (iii) A certificate shall be executed in accordance withby an authorized officer of Acquiror attesting to the fact that the Second Acquiror Financing has been consummated, Acquiror has received the relevant provisions proceeds of such financing and cash on hand is equal to or exceeds $1,575,000; (iv) Each of the NJBCA officers and directors of Acquiror shall make all other filings have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or recordings required under the NJBCA. The Merger shall become effective at otherwise, to such time as the Certificate of Merger is duly filed with the Department of Treasury of the State of New Jersey, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).persons; and (cv) Notwithstanding anything herein Such other documents and agreements as reasonably requested by Boxing or the Stockholders to effectively consummate the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 14A:10-5.1 of the NJBCA as promptly as practicabletransactions contemplated under this Agreement.

Merger Closing. Unless this Agreement shall have been terminated pursuant to Article VII (a) The Termination), and unless otherwise mutually agreed in writing among the parties hereto, Parent and Merger Sub shall be consummated effect the Merger (the “Merger Closing”) at 10:00 a.m. within three (Eastern time) on a date to be specified by the parties, which shall be no later than the third (3rd3) Business Day after satisfaction or (to Days following the extent permitted by applicable Law) waiver completion of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occursContribution, the Subscription and the actions contemplated under Section 5.1(d) (the date of the Merger Closing, is referred to herein as the “Merger Closing Date”). . Parent and Merger Sub will adopt or cause to be adopted all necessary corporate approvals, including shareholder and board resolutions required under the NRS in order to effect the Merger. As soon as practicable on the Merger Closing Date (b) At the ClosingNevada time), the parties hereto Parent and Merger Sub shall cause the Merger to be consummated by causing to be filed with the Department of Treasury of the State of New Jersey a certificate articles of merger (the “Certificate Articles of Merger”), in such form as required by, ) to be executed and executed filed with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”) in accordance with, the relevant provisions with Section 92A.180 of the NJBCA NRS. As soon as practicable on or after the Merger Closing Date, Parent and Merger Sub shall also make any and all other filings or recordings required under the NJBCANRS. The Merger shall become effective on the date and at such time as the Certificate Articles of Merger is have been duly filed with the Department Nevada Secretary of Treasury of the State of New Jersey, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time as may be agreed by the parties hereto in writing and specified in the Articles of Merger in accordance with the NRS (the effective date and time of the Merger becomes effective being hereinafter referred to as the “Effective Time”). . At the Effective Time, and in accordance with the NRS, (ci) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub will merge with and their respective Subsidiaries collectively hold or acquire at least 90% into the Company and (ii) the separate corporate existence of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent will cease and the Company hereby agree to take all necessary and appropriate action to cause will continue its corporate existence as the surviving corporation in the Merger to become effective, without a meeting (the “Surviving Corporation”) under the Laws of the holders State of shares Nevada as a wholly-owned subsidiary of Company Common StockParent. From and after the Effective Time, in accordance with Section 14A:10-5.1 the Surviving Corporation shall possess all rights, privileges, immunities, powers and franchises of the NJBCA as promptly as practicableCompany and Merger Sub. The Merger will have the effects set forth in this Agreement and the applicable provisions of the NRS.

Merger Closing. (a) The Merger shall be consummated (the “Closing”) at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the third second (3rd2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the “Closing Date”). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Department Secretary of Treasury State of the State of New Jersey Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the “Certificate of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the NJBCA DGCL and shall make all other filings or recordings required under the NJBCADGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Department Secretary of Treasury State of the State of New JerseyDelaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 14A:10-5.1 253 of the NJBCA DGCL as promptly as practicable.

Merger Closing. (a) The Merger shall be consummated (the “"Closing”") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the third second (3rd2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of ▇▇▇▇ ▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, ▇▇▇ ▇▇▇▇1285 Avenue of the Americas, ▇▇ ▇▇▇▇▇New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the “"Closing Date”"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Department Secretary of Treasury State of the State of New Jersey Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the “"Certificate of Merger”"), in such form as required by, and executed in accordance with, the relevant provisions of the NJBCA DGCL and shall make all other filings or recordings required under the NJBCADGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Department Secretary of Treasury State of the State of New JerseyDelaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time”"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 14A:10-5.1 253 of the NJBCA DGCL as promptly as practicable.

Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, STPC, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). The Merger shall be consummated as of the Effective Time in accordance with this Agreement and the DGCL and evidenced by a Certificate of Merger in substantially the form attached as Exhibit G (with such modifications, amendments or supplements thereto as may be required to comply with the DGCL, the “Certificate of Merger”) filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the DGCL and mutually agreed by the Parties. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned Subsidiary of STPC. (b) At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the assets, properties rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the debts, liabilities, restrictions, disabilities, obligations and duties of each of the Constituent Corporations in accordance with the applicable provisions of the DGCL. (c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. a.m., Central Time (Eastern timei) on a date to be specified by the parties, which shall be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of K▇▇▇▇▇▇▇ ▇& E▇▇▇▇ LLP, ▇6▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or (ii) by electronic exchange of executed documents, unless another timeon the date which is three (3) Business Days after the first date on which all conditions set forth in Article 6 shall have been satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or due waiver thereof) or such other time and place as STPC and the Company may mutually agree. The date or place is agreed to in writing by the parties hereto (such date upon on which the Closing occurs, actually occurs is referred to in this Agreement as the “Closing Date”). (b) At . On the ClosingClosing Date, STPC and the parties hereto Company shall cause the Certificate of Merger to be consummated by causing to be filed executed and duly submitted for filing with the Department Secretary of Treasury State of the State of New Jersey a certificate of merger (the “Certificate of Merger”), Delaware as provided in such form as required by, and executed in accordance with, the relevant provisions Section 251 of the NJBCA and shall make all other filings or recordings required under the NJBCADGCL. The Merger shall become effective at such the time as when the Certificate of Merger is duly filed with has been accepted for filing by the Department Secretary of Treasury State of the State of New Jersey, Delaware or at such later time as Parent may be agreed by STPC and the Company shall agree in writing and specify specified in the Certificate of Merger in accordance with the DGCL (the date and time the Merger becomes effective being the “Effective Time”). (cd) Notwithstanding anything herein to At the contraryEffective Time, the Governing Documents of Merger Sub shall be the Governing Documents of the Surviving Corporation, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) From and after the event that ParentEffective Time, Merger Sub and their respective Subsidiaries collectively hold until successors are duly elected or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, appointed in accordance with Section 14A:10-5.1 applicable Law, (i) the initial directors of the NJBCA as promptly as practicableSurviving Corporation shall be the individuals set forth on Section 2.1(e) of the STPC Schedules and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

Merger Closing. At the Merger Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) The Merger Boxing shall be consummated (the “Closing”) at 10:00 a.m. (Eastern time) on a date deliver, or cause to be specified by the partiesdelivered, which shall be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by applicable LawAcquiror and Newco, the following documents and shall take the following actions: (i) waiver A certificate of the conditions set forth President and Secretary of Boxing certifying to the continuing validity in Article 7 all respects of the certificates delivered pursuant to Section 2.2(a)(i), (other than any ii), (iii), (iv) and (v) as if such conditions that by their nature cannot be satisfied until certificates had been delivered, and the statements contained therein made, on the Merger Closing Date, which Date with respect to the Merger; (ii) Boxing shall be required cause to be so satisfied or (to filed with the extent permitted by applicable Law) waived on Secretary of State of the Closing Date), at State of Delaware the offices Certificate of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by Merger with such amendments thereto as the parties hereto shall deem mutually acceptable; and (such date upon which iii) Such other documents and agreements as reasonably requested by Acquiror and Newco to effectively consummate the Closing occurs, the “Closing Date”)transactions contemplated under this Agreement. (b) At Acquiror and Newco will deliver, or shall cause to be delivered, to Boxing and the ClosingStockholders, the parties hereto following documents and shall cause take the following actions: (i) A certificate or certificates representing each Stockholder's allocable portion of the Series C Stock comprising the Merger Consideration; (ii) A certificate executed by an authorized officer of Acquiror certifying to be consummated by causing to be filed with the Department of Treasury continuing validity in all respects of the State of New Jersey a certificate of merger (the “Certificate of Merger”certificates delivered pursuant to Section 2.2(b)(iii), in (iv), (v), (vi), (vii), (viii) as if such form as required bycertificates had been delivered, and executed in accordance withthe statements contained therein made, the relevant provisions of the NJBCA and shall make all other filings or recordings required under the NJBCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Department of Treasury of the State of New Jersey, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the date and time on the Merger becomes effective being Closing Date with respect to the “Effective Time”).Merger; (ciii) Notwithstanding anything herein A certificate shall be executed by an authorized officer of Acquiror attesting to the contraryfact that: (A) the Acquiror Financing has been consummated, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire Acquiror has received at least 9087% of the outstanding shares gross of Company Common Stock after giving effect such financing; and (B) Net Cash On Hand (as defined herein) shall be at least $1,885,000 less any amounts advanced to Boxing or CKP with respect to the closing Bridge Loan; (iv) Each of the Offer officers and directors of Acquiror shall have tendered their resignation in form and substance satisfactory to Boxing and there shall not be any continuing obligation, financial or otherwise, to such persons except as set forth on Schedule 4.2(o); (v) Acquiror shall pay the Severance Payments (as defined herein); and, if applicable, (vi) Such other documents and agreements as reasonably requested by Boxing or the purchase by Merger Sub of Stockholders to effectively consummate the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 14A:10-5.1 of the NJBCA as promptly as practicabletransactions contemplated under this Agreement.

Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, Rotor, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). The Merger shall be consummated as of the Effective Time in accordance with this Agreement, the DGCL and the Act, and evidenced by (a) a Certificate of Merger in substantially the form attached as Exhibit E-1 (with such modifications, amendments or supplements thereto as may be required to comply with the DGCL, the “Certificate of Merger”) filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the DGCL and mutually agreed by the Parties and (b) Articles of Merger in substantially the form attached as Exhibit E-2, together with the short form merger agreement attached thereto (with such modifications, amendments or supplements thereto as may be required to comply with the Act, the “Articles of Merger”) filed with the Utah Division of Corporations and Commercial Code, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the Act and mutually agreed by the Parties. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the Act, as a wholly owned subsidiary of Rotor. (b) At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the assets, properties rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the debts, liabilities, restrictions, disabilities, obligations and duties of each of the Constituent Corporations in accordance with the applicable provisions of the Act. (c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. a.m., Central Time (Eastern timei) on a date to be specified by the parties, which shall be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇▇ ., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ or (ii) by electronic exchange of executed documents, unless another timeon the date which is as promptly as practicable, but in no event later than three (3) Business Days after the first date on which all conditions set forth in Article 6 shall have been satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or due waiver thereof) or such other time and place is agreed to in writing by as Rotor and the parties hereto (such Company may mutually agree. The date upon on which the Closing occurs, actually occurs is referred to in this Agreement as the “Closing Date”). (b) At ” On the ClosingClosing Date, Rotor and the parties hereto Company shall cause (a) the Certificate of Merger to be consummated by causing to be filed executed and duly submitted for filing with the Department Secretary of Treasury State of the State of New Jersey a certificate of merger (the “Certificate of Merger”)Delaware, as provided in such form as required by, and executed in accordance with, the relevant provisions Section 252 of the NJBCA DGCL and shall make all other filings or recordings required under (b) the NJBCAArticles of Merger to be executed and duly submitted for filing with the Utah Division of Corporations and Commercial Code as provided in Section 16-10a-1107 of the Act. The Merger shall become effective upon the later of the time at such time as which (A) the Articles of Merger are filed with the Utah Division of Corporations and Commercial Code and (B) the Certificate of Merger is duly filed with the Department Secretary of Treasury State of the State of New JerseyDelaware, or at such later date or time as Parent and may be agreed by the Company shall agree and specify Rotor in writing and specified in the Articles of Merger in accordance with the Act and the Certificate of Merger in accordance with the DGCL (the date and effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”). (cd) Notwithstanding anything herein From and after the Effective Time, the Governing Documents in the form attached to the contraryArticles of Merger shall be the Governing Documents of the Surviving Corporation, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) From and after the event that ParentEffective Time, Merger Sub and their respective Subsidiaries collectively hold until successors are duly elected or acquire at least 90% appointed in accordance with applicable Law, (i) the initial directors of the outstanding shares of Company Common Stock after giving effect to Surviving Corporation shall be the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, individuals selected in accordance with Section 14A:10-5.1 5.17 and (ii) the officers of the NJBCA as promptly as practicableCompany at the Effective Time shall be the officers of the Surviving Corporation.

Merger Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, STPK, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). The Merger shall be consummated as of the Effective Time in accordance with this Agreement and the DGCL and evidenced by a Certificate of Merger in substantially the form attached as Exhibit G (with such modifications, amendments or supplements thereto as may be required to comply with the DGCL, the “Certificate of Merger”) filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed by the Company and Merger Sub in accordance with, the relevant provisions of the DGCL and mutually agreed by the Parties. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned Subsidiary of STPK. (b) At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the assets, properties rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the debts, liabilities, restrictions, disabilities, obligations and duties of each of the Constituent Corporations in accordance with the applicable provisions of the DGCL. (c) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. a.m., Central Time (Eastern timei) on a date to be specified by the parties, which shall be no later than the third (3rd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of K▇▇▇▇▇▇▇ ▇& E▇▇▇▇ LLP, ▇6▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ or (ii) by electronic exchange of executed documents, unless another timeon the date which is three (3) Business Days after the first date on which all conditions set forth in Article 6 shall have been satisfied or duly waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or due waiver thereof) or such other time and place as STPK and the Company may mutually agree. The date or place is agreed to in writing by the parties hereto (such date upon on which the Closing occurs, actually occurs is referred to in this Agreement as the “Closing Date”). (b) At . On the ClosingClosing Date, STPK and the parties hereto Company shall cause the Certificate of Merger to be consummated by causing to be filed executed and duly submitted for filing with the Department Secretary of Treasury State of the State of New Jersey a certificate of merger (the “Certificate of Merger”), Delaware as provided in such form as required by, and executed in accordance with, the relevant provisions Section 251 of the NJBCA and shall make all other filings or recordings required under the NJBCADGCL. The Merger shall become effective at such the time as when the Certificate of Merger is duly filed with has been accepted for filing by the Department Secretary of Treasury State of the State of New Jersey, Delaware or at such later time as Parent may be agreed by STPK and the Company shall agree in writing and specify specified in the Certificate of Merger in accordance with the DGCL (the date and time the Merger becomes effective being the “Effective Time”). (cd) Notwithstanding anything herein to At the contraryEffective Time, the Governing Documents of Merger Sub shall be the Governing Documents of the Surviving Corporation, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) From and after the event that ParentEffective Time, Merger Sub and their respective Subsidiaries collectively hold until successors are duly elected or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, appointed in accordance with Section 14A:10-5.1 applicable Law, (i) the initial directors of the NJBCA as promptly as practicableSurviving Corporation shall be the individuals set forth on Section 2.1(e) of the STPK Schedules and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.