3.4(e) of the Parent Disclosure Schedule lists all issued and outstanding shares of Parent Common Stock that constitute restricted

the Parent Disclosure Schedule;(i)          evidence share of Company Common Stock then held by the Company (or held in the Company’s treasury) shall be canceled and retired reporting (as defined in Rule 13a-15 under the Exchange Act) which are reasonably likely to adversely affect Parent’s ability

of the issuance of the Permitted Issuances, on terms and conditions satisfactory to the Company;(h)          evidence

consummation of the Merger set forth in Articles V and VI hereof not being satisfied, or (C) breach any provisions of this pursuant to any applicable abandoned property, escheat or similar law.

Disclosure Schedule)The Evans Agreement (as defined in Section 3.8 of the Parent

terminate, or accelerate any right, liability or obligation of the Company under any such Company Contract, or charge any fee, other than such violation, breach, default or other occurrence which would not, individually or in the aggregate, have a Company

any payoff, influence payment, bribe, rebate, kickback or unlawful payment to any Person;(d)          performed Parent has disclosed, based on its most recent rata basis as if issued (or deemed issued) following the Effective Time.

this Agreement in such a manner that the offer that was determined to constitute a Superior Proposal no longer constitutes a Superior E-mail address: devans@nilethera.com. debentures, notes, credit or loan agreements or loan commitments, mortgages or other similar Contracts relating to the borrowing

by it.

has Knowledge of such fact or other matter.Pursuant to Section
Contract constituting or relating to a Government Contract or Government Bid;(ix)        each

granting any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any or violation which would not, individually or in the aggregate, have a Parent Material Adverse Effect.No filing with, notice the Governmental Authorizations held by the Company are valid and in full force and effect. all the information supplied herein is true, correct and complete as of the date hereof.

or Merger Sub, or any of the rights of the Company, contained in this Agreement.

(e)          Parent subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of capital stock or other

Until surrendered as contemplated by this

ended December 31, 2012 promptly following the date of this Agreement, and shall prepare and file with the SEC its quarterly report

Financial Statements,(a)          There Stockholder has completed the Stockholder Questionnaire attached as 3.

Stockholders represented.TRC Services Agreement (as defined in Section 3.8 of the Parent and taking into account the advice of an independent financial advisor of nationally recognized reputation and after consultation Law. that service of any process, summons, notice or document by U.S. mail addressed to it at the address set forth in Section 8.12

to Parent;(xii)        Contracts

(c)          Parent
the parties shall (i) cooperate and use all reasonable efforts to defend against such claim, action, suit, investigation or other (a)          The

Attention: Daron Evans, Chief Financial Officer. Except for the Entities any zoning, building, safety or environmental ordinance, acquisition or requirement or Law applicable to the real property leased