Exhibit 2.2

SHARE EXCHANGE AGREEMENT

BY AND AMONG

JENSYN ACQUISITION CORP.,

ONENESS GLOBAL

HF BIO HOLDING LTD.

WBW HOLDING LTD.

AND

HF TECH HOLDING LTD.

DATED AS OF AUGUST 14, 2018

TABLE OF CONTENTS

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of August 14, 2018, is made by and among JENSYN ACQUISITION CORP., a Delaware corporation (“JAC”), ONENESS GLOBAL, a company incorporated under the laws of the Cayman Islands (the “Company”), HF Bio Holding Ltd, WBW Holding Ltd. and HF Tech Holding Ltd. Each of HF Bio Holding Ltd, WBW Holding Ltd. and HF Tech Holding Ltd. are, from time to time, referenced to individually herein as a “Stockholder” and collectively as the “Stockholders.” The Company, the Stockholders and JAC are, from time to time, referred to individually herein as a “Party”, and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in ARTICLE 1 .

WHEREAS, JAC is a blank check company incorporated to acquire one or more operating businesses through a Business Combination;

WHEREAS, as of the date hereof, the Stockholders own beneficially and of record one hundred percent (100%) of the issued and outstanding capital stock of the Company;

WHEREAS , JAC desires to acquire one hundred percent (100%) of the issued and outstanding equity securities of the Company (the “Company Shares”) from the Stockholders in exchange (the “Exchange”) for the issuance by JAC to the Stockholders in the aggregate of 46,746,104 newly issued shares of common stock of JAC (which is based upon the Company having a valuation of $600,000,000), and in the individual amounts as set forth on Schedule A , and in each case subject to adjustment as set forth herein, and the Stockholders desire to exchange the Company Shares for such newly issued shares of JAC on the terms described herein;

WHEREAS, each of the board of directors of JAC (the “JAC Board”) and the board of directors of the Company (the “Company Board”), has approved and declared advisable this Agreement and the transactions contemplated hereby; and

WHEREAS, in furtherance of the acquisition of the Company by JAC and in accordance with the terms hereof, JAC shall provide an opportunity to its public stockholders to have their shares of common stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement and JAC’s Governing Documents in conjunction with, inter alia, obtaining approval from the stockholders of JAC for (i) the Business Combination and (ii) an amendment to the Certificate of Incorporation to increase the authorized common stock of JAC in connection with the transactions contemplated hereunder (collectively with the other transactions, authorization and approvals set forth in the Proxy Statement, the “Offer”).

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1
CERTAIN DEFINITIONS

Section 1.1. Certain Definitions

As used in this Agreement, the following terms have the respective meanings set forth below.

“Accounting Firm” has the meaning set forth in Section 2.6(c)(ii) .

“Additional JAC SEC Documents” has the meaning set forth in Section 5.11 .

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Agreement” means this Agreement together with all Schedules, Exhibits and Annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof.

“Ancillary Documents” means the Confidentiality Agreement, the Escrow Agreement, the Expense Escrow Agreement, the Lock-Up Agreement and each other agreement, document, instrument and/or certificate contemplated by this Agreement to be executed in connection with the transactions contemplated hereby.

“Basket” has the meaning set forth in Section 9.2(a) .

“Business Combination” has the meaning ascribed to such term in the Certificate of Incorporation.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York City are open for the general transaction of business.

“Cash and Cash Equivalents” means the sum of the fair market value (expressed in United States dollars) of all cash and cash equivalents (including marketable securities, short term investments and all checks, transfers and funds written, made or payable to or for the benefit of any Group Company that have not yet been received or which have not cleared, to the extent any such item is not otherwise reflected in the calculation of Net Working Capital) of the Group Companies, calculated in accordance with GAAP and the practices and methodologies used by the Group Companies in the preparation of Financial Statements, as of the open of business on the Closing Date; provided, however, that if any cash or cash equivalents are denominated in a currency other than United States dollars, the amount of such cash or cash equivalents shall be expressed in United States dollars calculated based on the relevant currency exchange rate in effect (as published by Oanda.com) on the day preceding the Closing Date.

“Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of JAC, filed with the Secretary of State of the State of Delaware on March 1, 2016, as amended from time to time in accordance with its terms and applicable law.

“Closing” has the meaning set forth in Section 2.3 .

“Closing Exchange Share Amount” means the number of Exchange Shares issuable to the Stockholders as finally determined pursuant to Section 2.6 .

“Closing Sponsor Share Amount” means the number of Sponsor issuable to the Sponsors or their designees as finally determined pursuant to Section 2.6 .

“Closing Net Cash” means Net Cash as of the open of business on the Closing Date.

“Closing Net Working Capital” means the Net Working Capital as of the open of business on the Closing Date.

“Closing Date” has the meaning set forth in Section 2.3 .

“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state law.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Fundamental Representations” means those representations and warranties set forth in Section 3.1 , Section 3.2 , Section 3.3 , Section 3.15 , Section 3.16 , Section 4.1 , Section 4.2 , Section 4.4 and Section 4.5 .

“Company Funded Expenses” has the meaning set forth in Section 2.5(b) .

“Company Material Adverse Effect” means any event, circumstance, change, development or effect that, individually or in the aggregate with all other events, circumstances, changes, developments or effects, has had, or would reasonably be expected to have, a material adverse effect upon (i) the assets, liabilities, condition (financial or otherwise), business or results of operations of the Group Companies, taken as a whole, or (ii) the ability of the Company to timely consummate the transactions contemplated hereunder in accordance with the terms and subject to the conditions set forth herein; provided, however, that any adverse event, circumstance, change, development or effect arising from or related to (a) conditions affecting the United States economy or any foreign economy generally, (b) any national or international political or social conditions, including, engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, the occurrence of any military or terrorist attack or otherwise, (c) financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (d) changes in GAAP (or in the interpretation thereof), (e) changes in (or in the interpretation of) any laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity or any action required to be taken under any law, rule, regulation, order or existing contract by which any Group Company (or any of their respective assets or properties) is bound, (f) any change that is generally applicable to the industries or markets in which the Group Companies operate, (g) the taking of any action contemplated by this Agreement or any Ancillary Document (including the completion of the transactions contemplated hereby or thereby) or with JAC’s consent (but excluding effects resulting from the Closing), shall not be considered a Material Adverse Effect; provided, however, that with respect to each of clauses (a) through (f), any event, circumstance, development, occurrence, fact, condition, or change referred to above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, circumstance, development, occurrence, fact, condition, or change has a materially disproportionate effect on the Group Companies compared to other participants in the industries in which such Group Companies primarily conduct their businesses.

“Confidentiality Agreement” means the confidentiality agreement, dated as of June 15, 2018, by and between the Company and JAC.

“Consents” has the meaning set forth in Section 6.6 .

“Conversion Shares” has the meaning set forth in Section 2.5(e) .

“Designated Contact” means Barry Wan and such other Persons as the Company may designate in writing from time to time.

“DGCL” means the Delaware General Corporation Law, as amended.

“Dispute Notice” has the meaning set forth in Section 2.6(b)(ii) .

“Employee Benefit Plan” means each material benefit, retirement, employment, compensation, incentive, stock option, restricted stock, stock appreciation right, phantom equity, change in control, severance, vacation, paid time off and fringe-benefit agreement, plan, policy and program in effect and covering one or more Employees, former employees of any Group Company, current or former directors of the Group Company or the beneficiaries or dependents of any such Persons, and is maintained, sponsored, contributed to, or required to be contributed to by any Group Company, or under which any Group Company has any material liability for premiums or benefits, but other than any Foreign Benefit Plan or Multiemployer Plan.

“Environmental Laws” means all applicable federal, state, local and foreign statutes, regulations, and ordinances concerning pollution or protection of the environment, as such of the foregoing are enacted and in effect on or prior to the Closing Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” means an escrow agent mutually acceptable to the Company and JAC.

“Escrow Agreement” means the Escrow Agreement among JAC, the Stockholders and the Escrow Agent in a form mutually acceptable to each of such parties.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expense Escrow Agreement” means the Expense Escrow Agreement among JAC, the Company and counsel to the Company in substantially the form annexed as Exhibit A hereto.

“Extension Expenses” means the fees and expenses incurred by JAC in connection with obtaining stockholder approval of an extension of the date by which JAC must complete a Business Combination, including legal fees and expenses incurred in connection with the preparation and filing of any proxy material or the holding of any stockholder meeting required in connection with obtaining such extension, printing expenses, transfer agent fees and expenses and Trustee fees and expenses.

“Fairness Opinion” means the fairness opinion contemplated by Section 7.2(c) .

“Federal Securities Laws” has the meaning set forth in Section 6.5(b) .

“Financial Statements” has the meaning set forth in Section 3.4(a) .

“Foreign Benefit Plan” means each material employee benefit plan maintained by any of the Group Companies for its employees located outside of the United States, other than any such plan to which contributions are mandated by a Governmental Entity.

“Founder” means any Person who, prior to the initial public offering of JAC, were record owners of shares of JAC Common Stock and/or other equity securities of JAC.

“Funded Indebtedness” means, as of any time, without duplication, the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums payable as a result of the consummation of the transactions contemplated by this Agreement) arising under, any obligations of any Group Company consisting of (a) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money or for the deferred purchase price of property or services (but excluding any trade payables and accrued expenses arising in the ordinary course of business), (b) indebtedness evidenced by any note, bond, debenture or other debt security, (c) obligations under any interest rate, currency or other hedging agreements or (d) capitalized leases, as classified in accordance with GAAP, in each case, as of such time. Notwithstanding the foregoing, “Funded Indebtedness” shall not include any (w) Intercompany Loans, (x) obligations under operating leases, (y) undrawn letters of credit, or (z) amounts included as Stockholder Expenses.

“GAAP” means United States generally accepted accounting principles.

“Governing Documents” means, with respect to any entity, the charter, memorandum and articles of association, certificate of incorporation or formation, articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust, or other similar governing documents of such entity, including any documents designating or certifying the terms of any securities of such entity.

“Governmental Entity” means any U.S. or non-U.S. (a) federal, state, local, municipal, or other government or political subdivision, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, commission, board, bureau, official, or entity and any court or other tribunal) or (c) body exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal.

“Group Companies” means, collectively, the Company and each of its Subsidiaries.

“Group Company IP Rights” has the meaning set forth in Section 3.12(a) .

“Group Company Systems” has the meaning set forth in Section 3.12(c) .

“Group Company Tax” means any Tax, if and to the extent that any Group Company is or may be potentially liable under applicable law, under contract or on any other grounds (including, but not limited to, as a transferee or successor, under Code Section 6901 or Treasury Regulation Section 1.1502-6, as a result of any Tax sharing or other agreement, or by operation of law) for any such Tax.

“Group Company Tax Return” means any Tax Return relating to or inclusive of any Group Company or any Group Company Tax.

“Hazardous Substances” shall mean any substance or material or waste that (a) is regulated under any Environmental Law as a “pollutant,” “contaminant,” “toxic substance,” “hazardous substance,” “hazardous waste” or words of similar meaning and regulatory effect or (b) contains asbestos, petroleum or polychlorinated biphenyls.

“Indemnified Parties” has the meaning set forth in Section 9.2(b) .

“Indemnifying Parties” has the meaning set forth in Section 9.2(b) .

“Intellectual Property Rights” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable or whether or not reduced to practice), all improvements thereto, and all patents (including, without limitation, utility patents, design patents, industrial designs, plant patents, inventors’ certificates and utility models), patent applications (including docketed patent disclosures awaiting filing, reissues, divisions, continuations, continuations-in-part and extensions), and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, services marks, trade dress, logos, slogans, trade names, corporate, business and product names, Internet domain names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists and profiles, pricing and cost (including source code, executable code, data, databases, and related documentation) and (g) all other proprietary rights.

“Intercompany Loans” means, with respect to each Group Company, as of any time and without duplication, the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations arising under, any obligations of such Group Company owed to another Group Company consisting of (a) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money or for the deferred purchase price of property or services (but excluding any trade payables and accrued expenses arising in the ordinary course of business), (b) indebtedness evidenced by any note, bond, debenture or other debt security or (c) obligations under any interest rate, currency or other hedging agreements, in each case, as of such time and whether or not evidenced by promissory notes and/or recorded in the books and records of such Group Company.

“JAC” has the meaning set forth in the introductory paragraph to this Agreement.

“JAC Board” has the meaning set forth in the recitals to this Agreement.

“JAC Common Stock” means the common stock, $0.0001 par value per share, of JAC.

“JAC Fundamental Representations” means those representations and warranties set forth in Section 5.1 , Section 5.2 , Section 5.5 , Section 5.8 and Section 5.10 .

“JAC Indemnifiable Claims” has the meaning set forth in Section 9.2(a) .

“JAC Indemnified Parties” has the meaning set forth in Section 9.2(a) .

“JAC Indemnifying Party” has the meaning set forth in Section 9.2(b) .

“JAC Material Adverse Effect” shall mean any change, effect, event, or occurrence that, individually or in the aggregate with all other changes, events or occurrences, has had a material adverse effect on (a) the business, financial condition or results of operations of JAC, taken as a whole, or (b) the ability of JAC to perform its obligations under this Agreement and to consummate the transactions contemplated hereby prior to the termination of JAC pursuant to Section 9.1(e) of the Certificate of Incorporation.

“JAC Obligations” means all pre-Closing indebtedness and obligations of JAC, including notes payable to the Founders, amounts owed to Jensyn Integration Services for office space, secretarial and administrative services, and all third party fees and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the transactions contemplated hereby, including the fees and disbursements of investment bankers, accountants and legal counsel, all of which are included on Schedule 1.1 , but excluding any obligation to pay franchise taxes.

“JAC Representative” means Jeffrey J. Raymond.

“JAC SEC Documents” has the meaning set forth in Section 5.13 .

“JAC Stock Price” means the price of the JAC Common Stock as reported by the Nasdaq Capital Market or the principal exchange or quotation system on which the JAC Common Stock at the time of determination is then listed or quoted.

“Latest Balance Sheet” has the meaning set forth in Section 3.4(a) .

“Leased Real Property” has the meaning set forth in Section 3.17(a) .

“Letter of Intent” means that certain letter agreement, dated as of June 15, 2018, by and between the Company and JAC.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, claim, option, easement, deed of trust, right-of-way, encroachment, restriction on transfer (such as a right of first refusal or other similar rights), defect of title or charge of any kind, whether voluntary or involuntary, including any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction. For the avoidance of doubt, the term “Lien” shall not be deemed to include any license of Intellectual Property Rights.

“Lock-Up Agreement” means a Lock-Up Agreement among JAC and the Stockholders in a form mutually acceptable to such parties.

“Losses” has the meaning set forth in Section 9.2(a) .

“Material Contracts” has the meaning set forth in Section 3.6(a) .

“Material Lease” has the meaning set forth in Section 3.17(a) .

“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.

“Nasdaq” has the meaning set forth in Section 5.9 .

“Net Cash” means, as of any time, the amount determined by subtracting the aggregate Funded Indebtedness of the Group Companies from the aggregate Cash and Cash Equivalents of the Group Companies.

“Net Working Capital” means as of any time, the aggregate value of the current assets (excluding Cash and Cash Equivalents) of the Group Companies less the aggregate value of the current liabilities of the Group Companies, in each case, as of such time determined on a consolidated basis without duplication in accordance with GAAP.

“Notice of Claim” has the meaning set forth in Section 9.4(a) .

“Offer” has the meaning set forth in the recitals to this Agreement.

“Offer Documents” has the meaning set forth in Section 6.5(c) .

“Offering Shares” has the meaning set forth in Section 6.5(a) .

“Outside Date” has the meaning set forth in Section 8.1(d) .

“Owned Real Property” has the meaning set forth in Section 3.17(a) .

“Parties”, and the correlative term “Party”, have the respective meanings set forth in the introductory paragraph to this Agreement.

“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other Liens arising or incurred in the ordinary course of business for amounts that are not yet delinquent or are being contested in good faith, (b) Liens for Taxes, assessments or other governmental charges not yet due and payable as of the Closing Date or which are being contested in good faith, (c) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions) that do not, or would not reasonably be expected to, materially interfere with any Group Company’s present uses or occupancy of such real property, and (d) Liens securing the obligations of the Group Companies under the [Credit Facility].

“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

“Pre-Closing Period” has the meaning set forth in Section 6.1(a) .

“Private Placement” has the meaning set forth in Section 6.2 .

“Private Placement Funded Expenses” has the meaning set forth in Section 2.5(e) .

“Proceeding” means any audit, administrative action, arbitration, hearing, injunction, investigation, judgment, litigation, order, subpoena, suit, summons, testimony, or other proceeding involving or conducted by or on behalf of any Governmental Entity.

“Proposed Closing Date Calculations” has the meaning set forth in Section 2.6(c)(i) .

“Prospectus” means that certain final prospectus of JAC, dated March 7, 2016, prepared, filed and made available to the public in accordance with applicable securities law, rules and regulations.

“Proxy Statement” has the meaning set forth in Section 6.5(a) .

“Public Share” means shares of JAC Common Stock comprising part of the Company Shares sold in connection with JAC’s initial public offering.

“Redemption Amount” means the amount paid per share to holders of Public Shares who accept the Offer.

“Released Party” has the meaning set forth in Section 10.15 .

“Representatives” has the meaning set forth in Section 6.2(c) .

“Reviewable Document” means any press release or other public announcements or other statement with respect to the transactions contemplated by this Agreement.

“Rights” means JAC’s outstanding rights, each of which will be automatically converted into one-tenth (1/10) of one (1) share of JAC Common Stock upon the Closing.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“Schedules” has the meaning set forth in the first paragraph of ARTICLE 3 .

“SEC” means the United States Securities and Exchange Commission, and any successor Governmental Entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsors” means Jeffrey J. Raymond, Joseph J. Raymond, Peter Underwood, Demetrios Mallios and Brendan Rempel.

“Stockholders’ Expenses” means, without duplication and to the extent unpaid as of the open of business on the Closing Date, the aggregate amount payable by the Group Companies and/or the Stockholders for which any Group Company or JAC could become liable after the Closing in respect of all out-of-pocket costs, fees and expenses incurred by or on behalf of the Stockholders or any Group Company in connection with the consummation of the transactions contemplated by this Agreement.

“Stockholder Indemnifying Party” has the meaning set forth in Section 9.2(a) .

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (a) if a corporation, greater than fifty percent (50%) of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), greater than fifty percent (50%) of the partnership or other similar ownership interests thereof is at the time owned, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated greater than fifty percent (50%) of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Survival Period” means the period beginning on the Closing Date and ending on the date that is one (1) year after the Closing Date; provided, however, that the Survival Period for a breach of a Company Fundamental Representation or a JAC Fundamental Representation shall be the date that is three (3) years after the Closing Date.

“Tax” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, windfall profits, environmental, customs, duties, real property, personal property, capital stock, social security (or similar), unemployment, disability, payroll, license, employee, withholding or other tax, of any kind whatsoever, including any interest, penalties or additions to tax in respect of the foregoing (whether disputed or not).

“Tax Return” means any return, declaration, report, claim for refund or information, return or statement with respect to Taxes, including any schedule or attachment therefor or any amendment thereof.

“Third Party Claims” has the meaning set forth in Section 9.4(b) .

“Transfer Taxes” has the meaning set forth in Section 6.2(g) .

“Treasury Regulations” means the regulations promulgated under the Code by the United States Department of the Treasury.

“Trust Account” means that certain trust account at JP Morgan Chase Bank, N.A. (with Continental Stock Transfer & Trust Company (“Trustee”) acting as trustee) established by JAC into which substantially all of the proceeds received by JAC as a result of its initial public offering plus additional funds have been deposited for the benefit of JAC’s public stockholders.

“Trust Agreement” means that certain investment management trust agreement, dated as of March 2, 2016, between JAC and the Trustee, governing the funds held in the Trust Account, as amended from time to time in accordance with its terms.

“Trust Amount” has the meaning set forth in Section 5.8 .

“Trust Funded Expenses” has the meaning set forth in Section 2.5(d) .

“Trustee” has the meaning set forth in the definition of Trust Account.

ARTICLE 2
SHARE EXCHANGE AND RELATED MATTERS

Section 2.1. The Exchange.

(a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Stockholders shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the Company Shares owned by the Stockholders to JAC, with the objective of such Exchange being the acquisition by JAC of 100% of the issued and outstanding shares of capital stock of the Company.

(b) In consideration of the transfer of the Company Shares to JAC by the Stockholders, JAC shall issue to the Stockholders in an aggregate amount of 46,746,104 newly issued shares of JAC Common Stock (the “Exchange Shares”) and in the individual amounts set forth in Schedule A , representing in the aggregate 85% of the issued and outstanding shares of JAC Common Stock after giving effect to the transactions contemplated by this Agreement, subject, in each case, to adjustment as set forth in Section 2.4 and Section 2.5 .

(c) At the Closing Date, the Stockholders shall, on surrender of their certificate or certificates representing the Company Shares owned by the Stockholders to JAC, be entitled to receive the number of Exchange Shares determined pursuant to Section 2.5 below. Pending the determination of the final Closing Exchange Share Amount, certificates representing the Exchange Shares shall be delivered by JAC to the Escrow Agent to be held pursuant to the Escrow Agreement.

Section 2.2. Issuance of Shares to Sponsors.

On the Closing Date, the Sponsors or their designees shall be entitled to receive 6,560,363 shares of JAC Common Stock (the “Sponsor Shares”), which, in combination with the shares held by the Sponsors, other non-Public Shares and shares issuable upon the conversion of the Rights and assuming a redemption of all outstanding Public Shares in connection with the Offer, shall represent 15% of the issued and outstanding shares of JAC immediately after the Closing, as such amount may be adjusted pursuant to Section 2.5 below . Pending the determination of the final Closing Sponsor Share Amount, certificates representing such shares shall be delivered to the Escrow Agent to be held pursuant to the Escrow Agreement.

Section 2.3. The Closing.

Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., New York time, on a date to be specified by the Parties, which shall be no later than the second Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE 7 (other than those conditions which are to be satisfied by the delivery of documents or taking of any other action at the Closing by any Party, but subject to the satisfaction (or waiver) of such conditions at the Closing) (the “Closing Date”), at the offices of Giordano, Halleran & Ciesla, P.C., 125 Half Mile Road, Suite 300, Red Bank, New Jersey, unless another time, date or place is agreed to in writing by JAC and the Company. For purposes of this Agreement and the transactions contemplated hereby, the Closing shall be deemed to occur as of the open of business on the Closing Date.

Section 2.4. Deliveries at the Closing.

At the Closing, each Party shall deliver (or cause to be delivered) all of the certificates, instruments and other documents required to be delivered by such Party pursuant to ARTICLE 7 with respect to the Closing.

Section 2.5. Adjustments to Exchange Share and Sponsor Share Ownership.

(a) Net Cash Adjustment. In the event that Closing Net Cash is greater than Zero Dollars ($0), the number of Exchange Shares to which the Stockholders shall be entitled shall be increased by the amount determined by dividing the amount by which Closing Net Cash is greater than Zero Dollars ($0) by the Redemption Amount. In the event that Closing Net Cash is less than zero ($0), the number of Exchange Shares to which the Stockholders shall be entitled shall be reduced by the amount determined by dividing the amount by which Closing Net Cash is less than Zero Dollars ($0) by the Redemption Amount.

(b) JAC Operating Expense Adjustment. In the event that the Company funds JAC Operating Expenses prior to the Closing as contemplated by Section 2.7 , the number of Sponsor Shares to which the Sponsors shall be entitled shall be decreased by the amount determined by dividing the amount of the JAC Operating Expenses funded by the Company (the “Company Funded Expenses”) by the Redemption Amount, and the number of Exchange Shares to which the Stockholders shall be entitled shall be correspondingly increased.

(c) Trust Account Funded Expenses Adjustment. If any cash remaining in the Trust Account after giving effect to the Offer is used to satisfy JAC liabilities (other than franchise taxes), then the number of Sponsor Shares to which the Sponsors shall be entitled shall be decreased by the number of shares determined by dividing the amount of cash released from the Trust Account to pay JAC Obligations (the “Trust Funded Expenses”) by the Redemption Amount and the number of Exchange Shares to which the Stockholders shall be entitled shall be correspondingly increased.

(d) Private Placement Adjustment. In the event that the Company issues any shares of JAC Common Stock in a Private Placement and utilizes the proceeds thereof to satisfy JAC Obligations, then the number of Sponsor Shares to which the Sponsors shall be entitled shall be decreased by the number of shares issued in the Private Placement, the proceeds of which are used to pay JAC Obligations (the “Private Placement Funded Expenses”).

(e) Conversion of JAC Obligations Adjustment. JAC shall have the option of converting the JAC Obligations into shares of JAC Common Stock and, in the event that any JAC Obligations are converted into shares of JAC Common Stock upon or prior the Closing, the number of Sponsor Shares to which the Sponsors shall be entitled shall be decreased by the number of shares issued upon such conversions (the “Conversion Shares”).

(f) Net Working Capital Adjustment. If the Closing Net Working Capital exceeds $2,000,000 (USD) the number of Exchange Shares to which the Stockholders shall be entitled shall be increased by the amount determined by dividing the amount by which Closing Net Working Capital exceeds $2,000,000 (USD) by the Redemption Amount. In the event that Closing Net Working Capital is less than $2,000,000 (USD), the number of Exchange Shares to which the Stockholders shall be entitled shall be reduced by the amount determined by dividing the amount by which Closing Net Working Capital is less than $2,000,000 (USD) by the Redemption Amount.

Section 2.6. Determination of Exchange Share and Sponsor Ownership.

(a) Estimated Closing Amounts. No later than three (3) Business Days prior to the Closing, the Company shall deliver to JAC a good faith estimate of the Closing Net Cash, Closing Net Working Capital and Company Funded Expenses which shall include supporting documentation.

(b) Estimated Trust Fund Expenses. No later than three (3) Business Days prior to the Closing, JAC shall deliver to the Company a good faith estimate of the Closing Trust Funded Expenses, the Private Placement Funded Expenses and the number of Conversion Shares.

(c) Final Exchange Ownership.

(i) As soon as practicable, but no later than fifteen (15) days after the Closing Date, JAC shall prepare (and deliver to the JAC Representative) JAC’s good faith proposed calculation of the Closing Exchange Share Amount, Closing Net Working Capital and the Closing Sponsor Share Amount, including the components thereof (the “Closing Statement”) and in a manner consistent with the definitions thereof (which calculations shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”).

(ii) If the JAC Representative does not give written notice of any dispute (a “Dispute Notice”) to JAC within fifteen (15) days of timely receiving the Proposed Closing Date Calculations, the Parties each agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Exchange Share Amount and Closing Sponsor Share Amount for all purposes hereunder. If the JAC Representative delivers a Dispute Notice to JAC within such 15-day period, JAC and the JAC Representative shall use commercially reasonable efforts to resolve all disputes set forth therein during the 15-day period commencing on the date JAC receives the applicable Dispute Notice from the JAC Representative and all such discussions related thereto shall (unless otherwise agreed by JAC and the JAC Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state law or rule. If JAC and the JAC Representative do not agree upon a final resolution with respect to such disputed items within such 15-day period, then JAC and the JAC Representative shall engage, and the remaining items then in dispute shall be submitted immediately to, a nationally recognized accounting firm mutually acceptable to JAC and the JAC Representative. If JAC and the JAC Representative are unable to agree on the choice of such accounting firm within ten (10) Business Days after the expiration of the aforementioned 15-day period, then JAC and the JAC Representative shall each select a nationally recognized accounting firm and the two accounting firms so selected shall select another nationally recognized accounting firm to resolve the dispute (after excluding the accounting firms regularly used by JAC, the Company and the Stockholders). The accounting firm so agreed to or selected (the “Accounting Firm”) shall be required to render a determination of the applicable disputes within thirty (30) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. JAC and the JAC Representative shall instruct the Accounting Firm to, and the Accounting Firm shall, make its determination based solely on presentations by JAC and the JAC Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between JAC and the JAC Representative, and any associated engagement fees shall initially be borne 50% by Stockholders and 50% by JAC; provided that such fees shall ultimately be borne by JAC, if the Accounting Firm resolves the disputed items in favor of the aggregate amount for all such items set forth in the Dispute Notice (the “Stockholders Proposed Amount”), and by Stockholders, if the Accounting Firm resolves the disputed items in favor of the aggregate amount for all such items set forth in the Proposed Closing Date Calculations (the “JAC Proposed Amount”). In resolving the disputed items, the Accounting Firm shall (i) limit its review to determining whether, considering all such disputed items, the JAC Proposed Amount or the Stockholders Proposed Amount is more consistent with the applicable definitions and the components thereof, set forth in this Agreement, and (ii) resolve all such disputed items by choosing such aggregate amount (i.e., the Stockholders Proposed Amount or the JAC Proposed Amount) that it determines to be more consistent with such definitions. Absent manifest error, such determination of the Accounting Firm shall be conclusive and binding upon the Parties for all purposes hereunder (including the determination of the Closing Exchange Share Amount and the Closing Sponsor Share Amount). The Proposed Closing Date Calculations shall be revised, if necessary, as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.6(b)(ii) and, as so revised, such Proposed Closing Date Calculations shall be deemed to set forth the final Closing Exchange Share Amount and the final Closing Sponsor Share Amount, for all purposes hereunder (including the determination of the Actual Adjustment).

(iii) Upon the determination of the final Closing Exchange Share Amount and final Closing Sponsor Share Amount, JAC and the JAC Representative shall jointly instruct the Escrow Agent to release (x) the applicable number of Exchange Shares to the Stockholders, and, if the number of Exchange Shares held in escrow is less than the final Closing Exchange Share Amount, JAC and the JAC Representative shall instruct JAC’s transfer agent to issue the balance of such shares to the Stockholders and (y) the applicable number of Sponsor Shares to the Sponsors or their designees.

(iv) Each Group Company shall, and JAC shall cause each Group Company to, (A) make its accounting books, financial records and personnel available to the JAC Representative, its accountants and other representatives and the Accounting Firm at reasonable times during the review by the JAC Representative and/or the Accounting Firm of, and the resolution of any disputes arising in connection with, the Proposed Closing Date Calculations or any Dispute Notice and (B) not take any action with respect to the accounting books, records, policies and procedures of the Group Companies that would obstruct or prevent the preparation of, or the resolution of disputes arising in connection with, the Proposed Closing Date Calculations or any Dispute Notice as provided in this Section 2.6(b) . JAC shall, and shall cause each Group Company to, cooperate in the review of the Proposed Closing Date Calculations and any Dispute Notice, including by providing customary certifications to the JAC Representative or, if requested, to the JAC Representative’s auditors or the Accounting Firm.

Section 2.7. Funding of JAC Expenses

(a) The Company shall fund all operating costs of JAC through the Closing Date, including the cost of obtaining the Fairness Opinion, legal and accounting fees and expenses, transfer agent fees and Nasdaq fees, excluding any Extension Expenses (as defined below) (the “JAC Operating Expenses), subject to Section 2.7(b) below.

(b) The Company shall fund (I) up to $600,000 for the JAC Operating Expenses (including any expenses related to the Fairness Opinion) (ii) up to $100,000 of the Extension Expenses which occur prior to January 3, 2019 (the “First Extension Amount”), and (iii) in the event it becomes necessary to extend the Closing Date beyond January 3, 2019, up to $300,000 for all Extension Expenses incurred with respect to such further extension and all JAC Operating Expenses incurred after January 3, 2019 (collectively with the amounts described in (i) and (ii), the “Company Responsible Amount”), provided, however, that the Company Responsible Amount shall not exceed $800,000 in the aggregate. Any other excess JAC Operating Expenses and Extension will be funded by JAC and if cash from the Trust Account is used to fund such expenses, then the number of Sponsor Shares to which the Sponsors shall be entitled shall be adjusted pursuant to Section 2.5(c) above.

(c) The Company shall fund the JAC Operating Expenses as follows:

(i) Upon the execution and delivery of this Agreement, the Company shall pay by wire transfer to an account designated by JAC the amount of $350,000 (the “Initial Company Expense Payment”);

(ii) Upon the execution and delivery of this Agreement, the Company, JAC and counsel to the Company shall execute and deliver the Expense Escrow Agreement and the Company shall deposit $450,000 (the “Escrow Funds”) in escrow pursuant to the Expense Escrow Agreement. After such time as the payments applied to the Company Responsible Amount exceed the Initial Company Expense Payment (to be supported by reasonable documentary proof), JAC shall bill the Company on a monthly basis and such expenses shall be paid from the Escrow Funds in accordance with the Expense Escrow Agreement and in no event shall the Company be responsible for any further payments.

Section 2.8. Payment of JAC Obligations

Immediately prior to the Closing, taking into account any funds remaining in the Trust Account after giving effect to the Offer, JAC or the Sponsors shall pay in cash by wire transfer of immediately available funds, including any funds remaining in the Trust Account after giving effect to the Offer, all of the JAC Obligations outstanding to such Persons entitled thereto, except to the extent that any of the JAC Obligations have been converted to shares of JAC Common Stock pursuant to Section 2.5(e).

Section 2.9. Payment of Stockholders’ Expenses.

On the Closing Date, contemporaneously with the consummation of the transactions contemplated by this Agreement and on behalf of the Group Companies and Stockholders, the Company shall pay in cash by wire transfer of immediately available funds, the Stockholders’ Expenses to such Persons entitled thereto.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules delivered by the Company to JAC, which the Company shall deliver to JAC no later than August 24, 2018 (the “Schedules”), the Company hereby represents and warrants to JAC as follows:

Section 3.1. Organization and Qualification; Subsidiaries.

(a) Each Group Company is a limited liability company, business company, corporation, partnership or other business association or entity, as the case may be, duly organized, validly existing and, if applicable in such jurisdiction, in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of formation or organization (as applicable). Each Group Company, has the requisite corporate, limited liability company, partnership, limited company or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.

(b) Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof) in each jurisdiction in which the property owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing has not had a Company Material Adverse Effect.

(c) No Group Company is in default under or in violation of any material provision of such Group Company’s Governing Documents.

Section 3.2. Capitalization of the Group Companies.

(a) The Company Shares comprise all of the Company’s authorized capital stock that are issued and outstanding, and all of the Company Shares have been duly authorized and validly issued and are fully paid and non-assessable, and were issued free and clear of any preemptive rights (except to the extent provided by applicable law), restrictions on transfer (other than restrictions under applicable federal, state and other securities laws), or other Liens and are owned, beneficially and of record, by Seller free and clear of all Liens (other than restrictions under applicable federal, state and other securities laws). There are no outstanding (i) equity securities of the Company other than the Company Shares, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company, (iii) options or other rights to acquire from the Company, and no obligations of the Company to issue, purchase or redeem any equity securities or securities convertible into or exchangeable for equity securities of the Company or (iv) proxies, voting agreements or other agreements or arrangements to which any Group Company is a party or is otherwise obligated relating to any equity securities of the Company.

(b) No Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any Person. Schedule 3.2 sets forth the name, owner, jurisdiction of formation or organization (as applicable) and percentages of outstanding equity securities owned, directly or indirectly, by each Group Company with respect to each Person of which such Group Company owns, directly or indirectly, any equity or equity-related securities. Except as set forth in its Governing Documents, all outstanding equity securities of each Subsidiary of the Company, in each case, (except to the extent such concepts are not applicable under the applicable law of such Subsidiary’s jurisdiction of formation) have been duly authorized and validly issued and are fully paid and non-assessable, free and clear of any preemptive rights [(except to the extent provided by applicable law and other than such rights as may be held by any Group Company), restrictions on transfer (other than restrictions under applicable federal, state and other securities laws), or Liens (other than Permitted Liens) and are majority owned, beneficially and of record, by another Group Company. There are no outstanding (i) equity securities of any Subsidiary of the Company, (ii) securities of any Subsidiary of the Company having the right to vote on any matters on which the holders of equity securities of such Subsidiary may vote or which are convertible into or exchangeable for, at any time, equity securities of any Subsidiary of the Company, (iii) options or other rights to acquire from any Subsidiary of the Company and no obligation of any Subsidiary of the Company, to issue any equity securities or securities convertible into or exchangeable for, at any time, equity securities of any Subsidiary of the Company or (iv) proxies, voting agreements or other agreements or arrangements to which any Group Company is a party or is otherwise obligated relating to any equity securities of any of the Company’s Subsidiaries.

(c) There are no outstanding phantom securities or other equity-based compensation arrangements, profit participation or other similar rights with respect to the Company or any of its Subsidiaries.

Section 3.3. Authority

The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been (and the execution and delivery of each of the Ancillary Documents to which the Company will be a party will be when delivered at the Closing) duly executed and delivered by the Company and constitutes (and, with respect to each of the Ancillary Documents to which the Company will be a party, will constitute) a valid, legal and binding agreement of the Company (assuming that this Agreement has been, and the Ancillary Documents to which the Company is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against the Company in accordance with their respective terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

Section 3.4. Financial Statements; Undisclosed Liabilities; Book and Records.

(a) Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”) (i) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2017, 2016 and 2015 and the related unaudited consolidated statements of operations, shareholders’ equity and cash flows for the twelve (12) month periods ended December 31, 2017, 2016 and 2015, and (ii) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2018 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows for the three (3) months period ending on such date. The Financial Statements (x) have been prepared from the books and records of the Group Companies in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto [and except for the absence of footnotes] and subject to customary year-end adjustments (including year-end reserve, accrual and tax accounting adjustments), and (y) fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations for the periods then ended (subject, in the case of the unaudited Financial Statements as of and for the three months ended March 31, 2018, to the absence of footnotes and to customary year-end adjustments (including year-end reserve, accrual and tax accounting adjustments)).

(b) Except for matters reflected or reserved against in the Financial Statements, no Group Company has any liabilities of any nature that would be required under generally accepted accounting principles, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Group Companies (including the notes thereto), except liabilities that (were incurred since the date of such balance sheet in the ordinary course of business (none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of law) or (ii) are incurred in connection with the transactions contemplated by this Agreement or the Ancillary Agreements.

(c) The books and records of the Group Companies accurately and fairly, in all material respects, reflect the operations and conduct of business by the Group Companies. Each Group Company maintains a system of internal accounting controls sufficient, in all material respects, to provide reasonable assurance that (i) transactions are executed only in accordance with the respective management’s authorization, (ii) all income and expense items are promptly and properly recorded for the relevant periods in accordance policies maintained by such Group Company and (iii) access to assets is permitted only in accordance with the respective management’s authorization; and (iv) recorded assets are compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.

Section 3.5. Consents and Approvals; No Violations

Assuming the truth and accuracy of the representations and warranties of JAC set forth in Section 5.3 , no notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party or the consummation by the Company of the transactions contemplated hereby, except for those that may be required solely by reason of JAC’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery nor performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the consummation by the Company of the transactions contemplated hereby will (w) conflict with or result in any breach of any material provision of any Group Company’s Governing Documents, (x) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the material terms, conditions or provisions of any Material Contract or any Material Lease, (y) violate any material order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity having jurisdiction over any Group Company or any of their respective material properties or assets, or (z) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the material assets of any Group Company.

Section 3.6. Material Contracts.

(a) Except as set forth on Schedule 3.6(a) (collectively, the “Material Contracts”) and except for this Agreement and except for any Material Lease, as of the date of this Agreement, no Group Company is a party to or bound by any of the following written contracts or agreements (to the extent any such contract or agreement remains in effect as of the date hereof):

(i) contract for the employment of any officer, individual employee or other person on a full-time, part-time, consulting or other basis providing annual base salary or consulting fees in excess of $100,000 (other than any “at-will” contract that may be terminated by any party thereto upon thirty (30) days or less advance notice);

(ii) agreement or indenture relating to Funded Indebtedness, except for Funded Indebtedness outstanding under the Credit Facilities and other Funded Indebtedness for an amount less than $100,000;

(iii) lease or agreement under which any Group Company is lessee of or holds or operates any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $50,000;

(iv) lease or agreement under which any Group Company is lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by the Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000;

(v) material partnership agreements joint venture agreements, strategic alliances and similar contracts relating to the Group Companies;

(vi) any contracts (other than in the ordinary course of business) with any customer or supplier set forth on Schedule 3.20 ;

(vii) agreement, contract or commitment prohibiting any Group Company from freely engaging in any material business;

(viii) collective bargaining or other agreement with any labor union or similar employee organization;

(ix) any contract related to the development or ownership (other than the sale, assignment, transfer or acquisition) of any material Group Company IP Rights or agreement pursuant to which any Group Company grants or receives a license to use any material Intellectual Property Rights (other than non-exclusive licenses granted or received in the ordinary course of business and licenses acquired in connection with the acquisition of off-the-shelf or other commercially available software);

(x) contract, arrangement or understanding that relates to the future disposition or acquisition of material assets or properties by any Group Company, or any merger or business combination with respect to any Group Company;

(xi) contract, arrangement or understanding requiring or providing for any capital expenditure in excess of $20,000;

(xii) material interest rate, currency, or other hedging contract, arrangement or understanding;

(xiii) contract, arrangement or understanding containing any provision pursuant to which any Group Company will be obligated to make a payment to any Person at the Closing as a direct result of the consummation of the transactions contemplated by this Agreement or any Ancillary Document; or

(xiv) other contract, arrangement or understanding not of the types described above in this Section 3.6(a) that, individually or together with any other contract, arrangement or understanding, involves consideration in excess of $20,000 in the current fiscal year of the Group Companies.

(b) As of the date hereof, each Material Contract is valid and binding on the applicable Group Company and enforceable in accordance with its terms against such Group Company and, to the knowledge of the Company, each other party thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). The applicable Group Company has performed all material obligations required to be performed by it under such Material Contracts, and none of the Group Companies or, to the knowledge of the Company, the other parties thereto are in material breach or material default thereunder and no event has occurred which would permit termination, modification or acceleration of any Material Contract by any party thereto. As of the date of this Agreement, no Group Company has received written notice of any current default under any Material Contract. None of the Group Companies has given a written notice of its intent to terminate, modify, amend or otherwise materially alter the terms and conditions of any Material Contract or has received any such written notice from any other party thereto.

Section 3.7. Absence of Changes

During the period beginning on the date of the Latest Balance Sheet and ending on the date of this Agreement, (i) to the knowledge of the Company there has not been any Company Material Adverse Effect, (ii) each Group Company has conducted its business in the ordinary course and (iii) no Group Company has taken any action or omitted to take any action which, if taken or omitted to be taken after the date hereof, would require the consent of JAC in accordance with Section 6.1(b) .

Section 3.8. Litigation.

As of the date of this Agreement , (a) there is no suit, litigation, arbitration, claim, action, proceeding or investigation pending or, to the Company’s knowledge, threatened against any Group Company before any Governmental Entity which, and (b) no Group Company is subject to any outstanding order, writ, injunction or decree that, in either case, would, if finally determined pursuant to a final nonappealable judgment, have an adverse effect which is material to the Group Companies, taken as a whole. No Group Company has filed or intends to file any suit, litigation, arbitration, claim or action against any other Person.

Section 3.9. Compliance with Applicable Law

The Group Companies hold, as of the date hereof, all material permits, licenses, approvals, certificates and other authorizations of and from all, and have made all material declarations and filings with, Governmental Entities necessary for the lawful conduct of their respective businesses as presently conducted. As of the date of this Agreement, the business of the Group Companies is operated in material compliance with, and, to the Company’s knowledge, each of the officers, directors and key employees of such Persons are in compliance and, have complied, in all material respects, with all applicable laws, rules, regulations, codes, ordinances and orders of all applicable Governmental Entities. There is no suit, claim or action pending or, to the Company’s knowledge, threatened by any Governmental Entity with respect to any alleged material violation by any Group Company or officer, director or key employee of any of such Person, of any law, rule, regulation, code, ordinance or order of any Governmental Entity.

Section 3.10. Employee Benefit Plans.

(a) Schedule 3.10(a) lists all Employee Benefit Plans and Foreign Benefit Plans.

(b) Except as set forth on Schedule 3.10(b) , no Employee Benefit Plan is a plan that is subject to Title IV of ERISA, no Employee Benefit Plan provides health or other welfare benefits to former employees of any Group Company other than as required by COBRA, and no Group Company has any obligation to contribute to a Multiemployer Plan that is subject to Title IV of ERISA.

(c) Each Employee Benefit Plan has, to the extent applicable, been maintained and administered in compliance with the applicable requirements of ERISA, the Code and any other applicable laws including, the Health Insurance Portability and Accountability Act, and all material contributions and premium payments required to have been paid with respect to each Employee Benefit Plan have been made. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is entitled to rely on a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, to the Company’s knowledge, there are no facts or circumstances that would be reasonably likely to materially and adversely affect the qualified status of any such Employee Benefit Plan.

(d) Each Employee Benefit Plan that is subject to Section 409A of the Code has been operated in compliance with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations).

(e) No material liability under Title IV of ERISA has been or, to the Company’s knowledge, is reasonably expected to be incurred by any Group Company.

(f) No Group Company has engaged in any transaction with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA or the Code.

(g) With respect to each Employee Benefit Plan, the Company has made available to JAC copies, to the extent applicable and within the Company’s possession or control, of (i) the current plan and trust documents and the most recent summary plan description provided to participants, (ii) the most recent annual report (Form 5500 series), (iii) the most recent financial statements, and (iv) the most recent Internal Revenue Service determination letter.

(h) Each Foreign Benefit Plan has been maintained and administered in compliance with its terms and the requirements of all applicable laws.

(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will result in (i) except as set forth on Schedule 3.10(i) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) any payment, compensation or benefit becoming due on the Closing Date, or any increase in the amount of any payment, compensation or benefit due on the Closing Date, to any current or former employee of any Group Company, (iii) the acceleration of the time of payment or vesting or the funding of any compensation or benefits, or (iv) any new material obligation pursuant to any Employee Benefit Plan or Foreign Benefit Plan. As of the Closing, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will result in the payment of any amount that will not be deductible under Section 280G of the Code.

(j) There is currently no material audit or investigation by any Governmental Entity or any claim (other than routine claims for benefits in the ordinary course) or material action (at law or in equity), suit, arbitration, review, inquiry, proceeding or investigation against or involving any Employee Benefit Plan.

(k) Since the date of the Latest Balance Sheet, other than in the ordinary course of business, no Group Company has communicated to any of its employees or formally adopted or authorized any additional Employee Benefit Plan or any material change in or termination of any existing Employee Benefit Plan.

(l) The Company has, in good faith, properly classified for all purposes (including for Tax purposes and for purposes of determining eligibility to participate in any Employee Benefit Plan) all persons who have performed services for or on behalf of any Group Company.

Section 3.11. Environmental Matters.

(a) The Group Companies are to the Company’s knowledge in compliance in all material respects with all Environmental Laws.

(b) Without limiting the generality of the foregoing, the Group Companies hold and are in compliance in all material respects with all material permits, licenses and other authorizations that are required pursuant to Environmental Laws.

(c) There is no judicial proceeding or order of any Governmental Entity pending or, to the knowledge of the Company, threatened by a third party against any Group Company alleging a liability under any Environmental Laws, except as would not reasonably be expected to result in any liability under Environmental Law which is material to the Group Companies taken as a whole.

(d) No Group Company has received in the past two years any currently unresolved written notice of any material violation of, or material liability under (including any investigatory, corrective or remedial obligation), any Environmental Laws.