definiens: within the meaning of Section 368(a ) of the Code ( as defined below ) ( the ), and by executing this Agreement, the parties hereto intend that this Agreement be adopted as a plan of reorganizationwithin the meaning of Treasury Regulations Sections 1.368 - 2(g ) and 1.368 - 3 ; WHEREAS, concurrently with the execution of this Agreement, and as an inducement to the parties hereto toenter into this Agreement and consummate the Transactions, certain shareholders of NDX and CGI listed onSchedule I hereto have entered into voting agreements, dated as of the date hereof, in the form attached hereto asExhibit A ( the ), pursuant to which such shareholders have agreed, subject to the terms thereof, tovote or cause to be voted all of the shares of capital stock of NDX or CGI, respectively, held of record or beneficiallyby such shareholders in favor of the adoption and approval of this Agreement and to take any other actions required ofthem to consummate the Merger ; WHEREAS, concurrently with the execution of this Agreement, NDX has entered into that certain CreditAgreement, by and between NDX and CGI ( the ), pursuant to which NDX has agreed to loanup to $ 2,300,000 aggregate principal amount ( the ) to CGI, subject to the terms and conditions thereof ; WHEREAS, concurrently with the execution of this Agreement, certain current investors in NDX are enteringinto subscription agreements ( the ) with CGI, dated as of the date hereof, pursuant to whichsuch investors have subscribed, in a private placement pursuant to Regulation D under the Securities Act for sharesof CGI Common Stock and warrants ( the ), to purchase CGI Common Stock having an aggregatepurchase price of at least $ 7,000,000, subject to the terms of such Subscription Agreements, ( such subscriptions, along with any other subscriptions to purchase CGI Common Stock being made on the date hereof, the, and collectively with the Additional Equity Subscriptions, the ), the closing ofwhich is conditioned on the Closing of the Merger ; and WHEREAS, CGI, Merger Sub and NDX desire to make certain representations, warranties, covenants andagreements in connection with the Merger and also to prescribe various conditions to the Merger