Common use of At the Closing Clause in Contracts

At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicable: (A) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.

At the Closing. (i) the Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller SubsidiarySeller, as applicable:the Escrow Agreement, the Non-Compete Agreement, the Trademark License Agreement, the Transition Services Agreement and the Assignment and Assumption Agreement, each of which are executed by the Buyer; (Aii) the Closing PaymentSeller shall deliver or cause to be delivered to the Buyer the Escrow Agreement, the Non-Compete Agreement, the Trademark License Agreement, the Transition Services Agreement and the Assignment and Assumption Agreement, each of which are executed by the Seller; (iii) the Seller shall deliver or cause to be delivered to the Buyer the written resignations of the directors of the Company from their positions as determined pursuant directors of the Company; (iv) the Seller shall deliver to Section 2.3(c)the Buyer evidence that the Affiliate Contracts set forth on Schedule 3.22 (other than the sales orders listed in section (b) of Schedule 3.22, by wire transfer which will survive the Closing) have been terminated as of immediately available funds prior to an account the Closing without any Liability to the Buyer, and that the Intercompany Receivables and Intercompany Payables set forth on Schedule 3.22 (other than the sales orders listed in section (b) of Schedule 3.22) have been settled, discharged, offset, paid or repaid; (v) the Seller designated in writing by shall deliver to the Buyer evidence that all of the Liens on assets or properties of the Company securing Indebtedness of the Seller set forth on Schedule 2.2(c)(v) will be released or otherwise satisfied upon the delivery of the Closing Purchase Price; (vi) the Seller shall deliver to the Buyer at least two the Business Books and Records (2including the original stock transfer book and corporate minute books of the Company); (vii) the Seller shall deliver to the Buyer the FIRPTA Affidavit; (viii) the Seller shall deliver to the Buyer a certificate from the Secretary of State of the State of Delaware for the Seller and the Virginia State Corporation Commission for the Company, dated no earlier than five (5) Business Days prior to the Closing Date, as to the good standing and legal existence of each of the Seller and the Company, respectively; (Bix) the Seller shall deliver to the Buyer Stock Considerationcertificates of the Secretary of the Seller: (i) attaching a duly adopted resolution of the Board of Directors of the Seller in connection with the authorization and approval of the execution, free delivery and clear performance by the Seller of all Encumbrances this Agreement, the Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement and the Assignment and Assumption Agreement; and (other than transfer restrictions under applicable securities Laws ii) setting forth the incumbency of the officers of the Seller who have executed and Encumbrances under delivered this Agreement, the A&R Shareholders Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement or created by Seller)the Assignment and Assumption Agreement, including therein a signature specimen of each such officer or officers, in form and an original stock certificate representing substance reasonably satisfactory to the Buyer Stock ConsiderationBuyer; (Cx) the certificate contemplated Seller shall deliver to the Buyer a signed copy of Form 8023 as prepared by the Buyer to effect the Section 7.3(d338(h)(10) Election; (xi) the Seller shall deliver to the Buyer a digital video disc (DVD), portable hard drive or other standard electronic medium containing the complete contents of the Data Room as of 11:59 p.m. on the day immediately preceding the Closing Date, together with an index of the contents thereof; and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (Axii) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an Seller a certificate of the Secretary of the Buyer: (i) attaching a duly adopted resolution of the Board of Directors of the Buyer in connection with the authorization and approval of the execution, delivery and performance by the Buyer of this Agreement, the Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement and the Assignment and Assumption Agreement; and (ii) setting forth the incumbency of the officers of the Buyer who have executed andand delivered this Agreement, the Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement or the Assignment and Assumption Agreement, including therein a signature specimen of each such officer or officers, in form and substance reasonably satisfactory to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferSeller.

At the Closing. (i) the Buyer or the Designated Buyer Subsidiary shall deliver to the Seller or an amount equal to the Designated Seller Subsidiary, as applicable: (A) the Closing Payment, as determined pursuant to Section 2.3(c), Estimated Purchase Price in immediately available funds in U.S. Dollars by wire transfer of immediately available funds to an a bank account of Seller designated in writing by the Seller to the Buyer at least two (2) five Business Days prior to the Closing Date; (ii) the Seller shall deliver to the Buyer certificates representing the Shares, endorsed in blank; (iii) the Seller shall deliver or cause to be delivered to the Buyer (A) a copy of a resolution of the board of directors of the Swiss Companies to the effect that the Buyer has been registered in the share register of each of the Swiss Companies as sole shareholder, and (B) the Buyer Stock Consideration, free and clear share register of all Encumbrances (other than each of the Swiss Companies reflecting the transfer restrictions under applicable securities Laws and Encumbrances under of the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing Shares of the Buyer Stock ConsiderationSwiss Companies from the Seller to the Buyer; (Civ) the certificate contemplated Seller shall cause the dismissal or resignation of the directors and auditors of the Swiss Companies whose resignation has been requested by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into the Buyer at least five Business Days prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) the Seller shall cause deliver to the Designated Buyer such consents to transfer of the Assumed Contracts as have been received by the Seller Subsidiary to, and prior to the Closing; (vi) the Buyer shall cause the Designated Buyer Subsidiary to, confirm deliver to the Notary that Seller certificates executed by the Deed Secretary of Sale the Buyer and Transfer may each applicable Affiliate of the Buyer certifying the incumbency, signature and authority of the officers of the Buyer and each of the relevant Affiliates, as applicable, authorized to execute, deliver and perform this Agreement and the Ancillary Agreements executed or to be executed by the Buyer and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register such Affiliates of the CompanyBuyer; (vii) the Seller shall deliver to the Buyer certificates executed by the Secretary of the Seller and each applicable Affiliate of the Seller certifying the incumbency, signature and authority of the officers of the Seller and each of the relevant Affiliates of the Seller, as applicable, authorized to execute, deliver and perform this Agreement and the Ancillary Agreements executed or to be executed by the Seller and such Affiliates of the Seller; and (viviii) each of the Buyer and the Seller shall deliver to the other the certificates and executed counterparts to the Ancillary Agreements required to be delivered pursuant to the execution of the Deed of Sale Sections 7.2 and Transfer7.3, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferrespectively.

At the Closing. Buyer shall assume and agree to perform or discharge, and indemnify, defend and hold Seller harmless from and against, all of the liabilities and obligations of Seller arising out of, resulting from or relating to the operation, ownership, use or occupancy of the Properties and the Assets by Seller, whether arising before or after Closing and whether known or unknown, fixed or contingent, including, without limitation, liabilities and obligations (i) arising under the Leases, Contracts and Permits, (ii) arising under purchase orders for inventory and supplies and services previously delivered and provided and/or to be delivered or provided to the Properties before, on or after the Closing Date, (iii) that are subject to coverage under the Insurance Policies (whether such liabilities and obligations relate to the Properties and Assets or to premises that are the subject of Non- Assumed Contracts, it being understood that Buyer shall be responsible for the amount of any retention or deductibles under such Insurance Policies and the Designated amount of any such liabilities or obligations in excess of such insurance) and (iv) which Buyer Subsidiary has expressly agreed to assume pursuant to this Agreement (collectively, the "Assumed Liabilities"). Except as specifically set forth herein, Buyer shall deliver to Seller not assume any liability or obligation of Seller, whether known or unknown, fixed or contingent or otherwise. Without limiting the Designated Seller Subsidiarygenerality of the foregoing, as applicablethe parties agree that the Assumed Liabilities shall specifically exclude: (Ai) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account Funded Debt of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to as of the Closing Date; ; (Bii) liabilities and obligations arising under the Buyer Stock ConsiderationNon-Assumed Contracts; (iii) any liability or obligation of Seller to the extent arising out of, free and clear resulting from or relating directly to the operation, ownership, use or occupancy of all Encumbrances (other than transfer restrictions the premises that are the subject of the Non-Assumed Contracts under applicable securities Laws Environmental Law or relating to Seller's use, storage, release, disposal or handling of Hazardous Materials or Petroleum Products at or from such premises; (iv) any liability or obligation of Seller arising out of, resulting from or related to the Executive Agreements; (v) any liability or obligation of Seller for taxes, except as provided in Section 7.1 hereof and Encumbrances except to the extent such taxes are specifically identified and accrued for on the Final Statement of Working Capital; (vi) Seller's obligations under this Agreement and Seller's costs and expenses incurred in connection with this Agreement and the A&R Shareholders Agreement or created by Seller), transactions contemplated herein which remain outstanding on and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to after the Closing Date; and (vii) to which Buyer any other liabilities or any of its Affiliates is a partyobligations that are specifically set forth on Schedule 2.3F attached hereto (collectively, duly executed on behalf of Buyer or such Affiliatesthe "Excluded Liabilities"). (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary The Seller shall deliver to the Buyer the following (collectively, the “Seller Deliveries”). (A) a duly executed B▇▇▇ of Sale with respect to the Purchased Assets in the form attached as Exhibit A (the “Bill of Sale”) executed by the Seller; (B) one or more releases or termination statements as to the Designated Purchased Assets in recordable form in the form attached as Exhibit B; (C) a duly executed Trademark Assignment Agreement in the form attached as Exhibit C; (D) a duly executed Domain Name and Social Media Assignment in the form attached as Exhibit D; (E) a duly executed U.S. Trademark Assignment Agreement in the form attached as Exhibit E; (F) a duly executed IP Assignment Agreement in the form attached as Exhibit F; (G) an Affidavit signed by Seller Subsidiaryin the form required by law in order to avoid withholding of a portion of the Purchase Price in compliance with Internal Revenue Code §1445, the Foreign Investment In Real Property Tax Act; and (H) Such other instruments or documents as applicable:Buyer may reasonably request as necessary or appropriate to carry out the transactions contemplated hereby. (ii) The Buyer shall deliver to the Seller the following (collectively, the “Buyer Deliveries”): (A) the Cash Purchase Price payable at Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement duly executed Secured Promissory Note in the form attached as Exhibit G; (other than any Ancillary Agreements entered into prior to the Closing DateC) to which Seller or any of its Affiliates is a partyduly executed P▇▇▇▇▇ ▇▇▇▇▇▇▇▇, duly executed on behalf of Seller or such Affiliateby J▇ ▇▇▇▇▇▇▇▇▇▇, LLC, in the form attached as Exhibit H; (D) a duly executed Security Agreement; and (CE) an executed certificate pursuant Such other instruments or documents as Seller may reasonably request as necessary or appropriate to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or carry out the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Codetransactions contemplated hereby. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.

At the Closing. (i) Buyer or Each of the Designated Buyer Subsidiary Minority Holders shall deliver or cause to Seller or the Designated Seller Subsidiary, as applicablebe delivered: (A) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer such evidences of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior assignment with respect to the Closing DateTransferred Units as may be reasonably requested by Summit LP or IPO Corp; provided that such documents shall not require any representations or warranties by the Minority Holders except for “bring down” certifications of the representations and warranties set forth in Section 3.2 hereof; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Sellerofficer’s certificate referred to in Section 2.4(b)(iii), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Summit Holdings LLC Agreement, duly executed; (D) the Registration Rights Agreement, duly executed; (E) an affidavit, dated as of the Closing Date, in form and substance reasonably acceptable to Summit LP, sworn under penalties of perjury, and in form and substance required under the United States Treasury Regulations issued pursuant to Section 7.3(d)1445 of the Code, stating that such Person is not a “foreign person” as defined in Section 1445 of the Code; and (DF) such other documentation or confirmation of the fulfillment of such further actions as Summit LP or IPO Corp shall have reasonably requested of the Minority Holders by a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into reasonable time prior to the Closing Date) to Closing, and which Buyer or otherwise do not change the terms of this Agreement in any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliatesmaterial respect. (ii) Seller shall Each other Party under this Agreement shall, as applicable, deliver or cause to Buyerbe delivered to each of the Minority Holders: (A) by wire transfer or delivery of immediately available funds to one or more accounts previously designated by such Person, an amount equal to its share of the certificate contemplated by Section 7.2(d)$35 million in cash to which they are entitled pursuant to Step 5; (B) a counterpart Closing Note reflecting such Minority Holder’s share of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the of the Closing DateNotes; (C) its share of the Series A Units of Summit Holdings issued pursuant to which Seller or any of its Affiliates is a partyStep 1; (D) the officer’s certificate referred to in Section 2.4(c)(iii); (E) the Summit Holdings LLC Agreement, duly executed on behalf of Seller or such Affiliateexecuted; (F) the Registration Rights Agreement, duly executed; and (CG) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (such other documentation or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 confirmation of the Code. (iii) fulfillment of such further actions as the Designated Buyer Subsidiary and the Designated Seller Subsidiary Minority Holders shall deliver have reasonably requested of each other Party, as applicable, by a reasonable time prior to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary toClosing, and Buyer shall cause which otherwise do not change the Designated Buyer Subsidiary to, confirm to the Notary that the Deed terms of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferAgreement in any material respect.

At the Closing. (i) The Seller shall deliver, or cause Utility to deliver, to the Buyer (i) free and clear of any liens, claims, security interests and other encumbrances of any nature whatsoever (collectively, "Encumbrances"), except for those Encumbrances arising under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities laws and those Encumbrances created by this Agreement or the Buyer (collectively, "Permitted Encumbrances"), certificates representing the Shares, each such certificate to be duly and validly endorsed in favor of the Buyer or accompanied by a separate stock power duly and validly executed by the Designated Seller and otherwise sufficient to vest in the Buyer Subsidiary good title to the Shares. (ii) The Seller shall cause Operations and Utility to deliver to Seller the Buyer: (A) one or the Designated Seller Subsidiarymore bills of sale duly executed by Operations, and Utility, as applicable: , in the form attached hereto as Exhibit 2.2(a)(ii)(A) (Aeach a "Bill of Sale") the Closing Paymentselling, as determined pursuant to Section 2.3(c)assigning, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior conveying, transferring ▇▇▇ delivering to the Closing Date; (B) the Buyer Stock ConsiderationBuyer, free and clear of all any Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Sellerexcept for Permitted Encumbrances), the Integrated Assets, and (B) an original stock certificate representing assignment and assumption agreement, in the Buyer Stock Consideration; form attached hereto as Exhibit 2.2(a)(ii)(B) (C) the certificate contemplated by Section 7.3(d"Assignment and Assumption Agreement"); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the CodeOperations. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) The Seller shall or shall cause the Company Operations and Utility to deliver to the Notary an executed andBuyer such other documents as are required to be delivered by the Seller, Operations and/or Utility to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferhereto.

At the Closing. (i) the Buyer shall deliver, or cause to be delivered, on the Designated Closing Date, to the Company (for the benefit of the Sellers) an amount in cash equal to the Estimated Purchase Price; (ii) the Buyer Subsidiary shall deliver, or cause to be delivered on behalf of the Company, the amount payable to each counterparty or holder of Indebtedness identified on Schedule 2.2(b)(ii) (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement; (iii) the Buyer shall deliver, or cause to be delivered on behalf of the Company, the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement; (iv) the Sellers shall deliver to Seller or Buyer the Designated Seller Subsidiary, as applicable:Purchased Assets and retain the Excluded Assets and the Excluded Liabilities; (Av) the Closing PaymentSellers shall deliver, as determined or cause to be delivered, to the a duly executed Employment Agreement from each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ and the duly executed Consulting Agreement from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (vi) the Sellers shall deliver, or cause to be delivered, to the Buyer a duly executed Significant Owner Agreement from each of the Persons set forth on Schedule 2.2(b)(vi); (vii) each of the Sellers shall deliver a separate certificate of non-foreign status in form and substance reasonably satisfactory to the Buyer, satisfying the requirements of § 1.1445-2(b)(2) of the United States Treasury Regulations promulgated under the Code; (viii) the Sellers shall deliver, or cause to be delivered, to the Buyer the third-party consents and approvals listed on Schedule 2.2(b)(viii); (ix) the Sellers shall deliver, or cause to be delivered, to the Buyer, a duly executed copy of each Independent Contractor Agreement; (x) the parties shall deliver, or cause to be delivered, the Transfer Documents (in accordance with Section 2.2(e)) and the certificates and other documents and instruments required to be delivered by or on behalf of any party pursuant to Section 2.3(c)Article VII; and (xi) the Buyer will deliver, or cause to be delivered, by wire transfer of immediately available funds to an a segregated client bank account of Seller designated in writing maintained by Seller to Buyer at least two (2) Business Days prior to the Sellers Representative, on the Closing Date; , an amount equal to the Expense Fund Contribution (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller“Expense Fund”), and an original stock certificate representing for the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Sellers Representative to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed hold on behalf of Buyer the Sellers as a fund which will be used for the purposes of paying directly, or such Affiliates. (ii) Seller shall deliver to Buyer: (A) reimbursing the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than Sellers Representative for, any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate third party expenses pursuant to Treasury Regulations this Agreement. For applicable Tax purposes, the Expense Fund Contribution shall be treated in accordance with Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code2.5(f). (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.

At the Closing. (a) Buyer shall deliver an amount equal to the Cash Consideration minus (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicable: Cash Bonus Amount minus (Aii) the Closing Holdback Amount minus (iii) the Payoff Amount, plus (iv) the Tax Gross Up Payment, as determined pursuant to Section 2.3(c), by wire transfer of in immediately available funds to an the bank account of Seller previously designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Datein writing; (Bb) Buyer shall issue the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Consideration to Seller), and an original stock certificate representing the Buyer Stock Consideration; (Cc) Buyer shall deliver the certificate contemplated by Section 7.3(d); andStock Option Consideration to Seller; (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (iid) Seller shall deliver to Buyer: (A) Buyer the certificate contemplated Membership Interest Assignment Agreement, duly executed by Section 7.2(d)Seller; (Be) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Buyer shall deliver to Buyer the Closing Date) to which Seller or any of its Affiliates is a partyMembership Interest Assignment Agreement, duly executed on behalf of Seller or such Affiliate; andby Buyer; (Cf) an executed Seller shall deliver to Buyer a certificate pursuant to Treasury Regulations of non-foreign status as contemplated under Section 1.1445-2(b) of the Treasury Regulations promulgated under the Code, certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of as defined in Section 1445 of the Code.Code and the Treasury Regulations promulgated thereunder in a form satisfactory to Buyer; (iiig) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to Buyer a recent good standing certificate regarding the Notary an executed andCompany from the office of the Secretary of State of Arizona; (h) Seller shall deliver to Buyer a certificate enclosing a true, to correct and complete copy of the extent required by the Notary, notarized and apostilled, power articles of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register organization of the Company; (ivi) Seller shall cause deliver to Buyer a list of all Liabilities of the Company to deliver to the Notary an executed and(determined in accordance with GAAP), to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register as of the CompanyClosing Date; and (vij) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause deliver on behalf of Seller the Designated Buyer Subsidiary to accept Closing Payoff Amount as contemplated by the transfer, and Seller shall cause the Company to acknowledge this transferPayoff Letter.

At the Closing. the Buyer shall assume and shall agree to pay, defend, discharge and perform as and when due and performable the following specific Liabilities of the Business as further detailed below (the “Assumed Liabilities”): (a) those amounts listed under the headings “accounts payable,” “VAT and withheld Taxes” and “Employee liabilities” as set forth on the Closing Accounts up to and not in excess of the amounts set forth on the Closing Accounts; (b) subject to Section 11.6, the obligations of the Company or the Seller, as applicable, under the Assigned Contracts, but only to the extent such obligations: (i) Buyer arise after the Closing Date; (ii) do not arise from or relate to any breach by the Company or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller SubsidiarySeller, as applicable: , of any provision of any of the Assigned Contracts; (Aiii) the Closing Paymentdo not arise from or relate to any event, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days circumstance or condition occurring or existing on or prior to the Closing DateDate that, with notice or lapse of time, would constitute or result in a breach by the Company, the Seller, the Buyer or any of their respective Affiliates of any of the Assigned Contracts; and (iv) are ascertainable solely by reference to the express terms of the Assigned Contracts; (Bc) any cost or liability incurred by the Buyer Stock Consideration, free and clear Company arising out of all Encumbrances (other than transfer restrictions its obligation under applicable securities Laws and Encumbrances under Real Property Lease dated 29 November 2005 as set out in Appendix 3.1.1(d) to reinstate the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Considerationpremises upon its termination; (Cd) any cost or liability incurred by the certificate contemplated by Company in relation to the Non-continuing Employees as further specified in Section 7.3(d)11.6.3 below; and (De) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to cost or liability incurred by the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (Company or the applicable Subsidiary Seller arising out of Seller) is not a foreign person within their respective obligations in the meaning of Section 1445 transfer of the CodeKey Permits. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.

At the Closing. (i) Buyer or the Designated shall deliver, and Parent shall cause Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiarydeliver, as applicable: (A) the Closing Payment, as determined pursuant to Section 2.3(c)Seller, by wire transfer of immediately available federal funds to an account designated by Seller, the Estimated Closing Consideration, less (A) the Escrow Amount, and (B) the amounts to be paid, at the Closing, to T▇▇ ▇▇▇▇▇▇▇, R▇▇ ▇▇▇▇▇▇▇ and C▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the Bonus Agreements; (ii) Buyer shall deliver, and Parent shall cause Buyer to deliver, to the Escrow Agent, for deposit into an escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement, the Escrow Amount; (iii) Buyer shall deliver, and Parent shall cause Buyer to deliver, to Seller, for redelivery to T▇▇ ▇▇▇▇▇▇▇, R▇▇ ▇▇▇▇▇▇▇ and C▇▇▇▇ ▇▇▇▇▇▇▇▇, checks made payable to such individuals in the amounts to be paid to them at the Closing, less applicable withholding taxes, pursuant to the Bonus Agreements; (iv) Each of Parent, Buyer, Seller designated and the Escrow Agent shall duly execute and deliver to each other the Escrow Agreement; (v) Buyer shall have received payoff letters from Chase Bank with respect to the total amount of indebtedness then owed to Chase Bank (or to any of such lender’s predecessors-in-interest) by the Company and/or CSOC, and made (and Parent shall have caused Buyer to make) the payments called for thereby; (vi) Buyer and Parent shall have caused to be delivered to each of A▇▇▇▇ and Seller, in writing form and substance reasonably satisfactory to A▇▇▇▇ and Seller in their respective sole and absolute discretions, duly executed full written releases of A▇▇▇▇, Seller and each of their respective predecessors-in-interest (collectively, the “A▇▇▇▇ Releasees”) by applicable third parties with respect to any and all obligations, liabilities or indebtedness of or relating to the Company or CSOC for which any of the A▇▇▇▇ Releasees is or could become personally liable (including, without limitation, releases from Chase Bank and Shell Oil); (vii) A▇▇▇▇ and Seller shall have caused to be delivered to Buyer, in form and substance reasonably satisfactory to Buyer at least two in its sole and absolute discretion, duly executed full written releases of the Company by applicable third parties with respect to any and all personal obligations, liabilities or indebtedness of or relating to A▇▇▇▇, Seller and/or each of their respective predecessors-in-interests for which the Company is or could become liable (including, without limitation, releases from Chase Bank); (viii) Parent shall duly execute and deliver to each of Seller, T▇▇ ▇▇▇▇▇▇▇, R▇▇ ▇▇▇▇▇▇▇ and C▇▇▇▇ ▇▇▇▇▇▇▇▇ a written agreement (collectively, the “Option Agreements”), in the forms attached hereto as Exhibit C-1, C-2, C-3 and C-4, respectively; (ix) A▇▇▇▇ and Seller shall cause each of Big Pine Investments L.L.C. — I, Yuma — Canyon State Limited Partnership, and Advance Fuels, L.L.C., respectively, as landlord, and Buyer and Parent shall cause the Company, as tenant, to duly execute and deliver to each other replacement leases of the 5▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, 1▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ and 5▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arizona, respectively, real property and facilities presently being utilized by the Company for the conduct of its business operations (collectively, the “Non-Sovereign Properties”), in the forms attached hereto, respectively, as Exhibits I-1, I-2 and I-3 (collectively, the “Non-Sovereign Leases”), Parent shall duly execute and deliver to each of Big Pine Investments, L.L.C. — I, Yuma — Canyon State Limited Partnership, and Advance Fuels, L.L.C., respectively, a guaranty of the Company’s obligations under the Non-Sovereign Leases to which such entity is a party in the forms attached hereto, respectively, as Exhibits J-▇, ▇-▇ ▇▇▇ ▇-▇, ▇▇▇ ▇▇▇▇▇ and Seller shall cause each of Big Pine Investments L.L.C. – I, Yuma – Canyon State Limited Partnership, and Advance Fuels, L.L.C., respectively, as landlord, and Parent shall cause the Company, as tenant, to duly execute and deliver to each other termination agreements (individually, a “Lease Termination Agreement”) in the form attached hereto as Exhibit G with respect to any and all then-existing leases between such entities affecting the Non-Sovereign Properties; (x) With respect to those certain sale-leaseback transactions (hereinafter, the “Sovereign Investment Transactions”) contemplated to be undertaken by and between the Company, CSOC and certain of the Company’s Affiliates, on the one hand, and Sovereign CS, LLC, a Delaware limited liability company (hereinafter, “Sovereign”), on the other, pursuant to that certain Real Estate Purchase and Sale Agreement (Including Escrow Instructions), dated effective July 24, 2006, together with Letter Agreement #1, dated July 27, 2006, Holdback Work Letter Agreement, dated July 28, 2006, First Amendment to Real Estate Purchase and Sale Agreement (Including Escrow Instructions), dated August 23, 2006, Second Amendment to Real Estate Purchase and Sale Agreement (Including Escrow Instructions), dated September 6, 2006 and Letter Agreement #2, dated September 8, 2006 (collectively, and as the same hereafter may be amended from time to time, the “Sovereign Purchase Agreement”), copies of each of which previously have been furnished to and approved by both Buyer and Parent: (A) Business Days in the event the Sovereign Investment Transactions have been consummated on or prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to then on the Closing Date: (I) Sovereign, as landlord, shall, and Buyer and Parent shall cause the Company, as tenant, to, duly execute and deliver to which Buyer each other new or any replacement (as the case may be) leases for the 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, 901 & 9▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, Arizona, 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, 1▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇, 8▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ NE, Albuquerque, New Mexico, and 4▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, North Las Vegas, Nevada real property and facilities presently being utilized by the Company for the conduct of its Affiliates is a partybusiness operations (collectively, together with the real property and facilities described in clause (III) hereof, the “Sovereign Properties”), in the forms attached hereto, respectively, as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and K-6 (collectively, together with the lease referred to in clause (III) hereof, the “Sovereign Replacement Leases”); (II) Parent shall duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall execute and deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) Sovereign a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register guaranty of the Company; ’s obligations under each of the Sovereign Replacement Leases in the forms attached hereto, respectively, as E▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ ▇▇▇ ▇-▇; (ivIII) Seller Sovereign, as landlord, and CSOC, as tenant, shall duly execute and deliver to each other a Sovereign Replacement Lease for the 9▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ real property and facility currently being used by the Company and CSOC for the conduct of their business operations in the form attached hereto as Exhibit K-7; (IV) Parent shall duly execute and deliver to Sovereign, and cause the Company to duly execute and deliver to Sovereign, guaranties of CSOC’s obligations under the Notary an executed andSovereign Replacement Lease in the forms attached hereto as Exhibit L-7 and Exhibit L-8; and (V) Sovereign, to the extent required by the Notaryas landlord, notarized shall, and apostilled, power of attorney to execute the Deed of Sale Buyer and Transfer; (v) Seller Parent shall cause the Designated Seller Subsidiary Company, as tenant, to, enter into a Lease Termination Agreement with respect to any and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register all then-existing leases between such entities affecting each of the CompanySovereign Properties; and (vi) pursuant to provided, however, that in the execution event that on the Closing Date the sale-leaseback of all of the Deed Sovereign Properties have been consummated other than the sale-leaseback of Sale the 901 & 9▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ real property and Transferfacility, Seller shall cause which non-consummation is permitted in accordance with the Designated Seller Subsidiary to transfer terms and conditions set forth in the Shares to Holdback Work Letter Agreement, dated July 28, 2006, then on the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, Closing Date A▇▇▇▇ and Seller shall cause the Company to acknowledge this transfer.B.A.R.T. Investments

At the Closing. (i) Buyer the Sellers shall cause to be executed and delivered to the Purchaser such bills of sale, endorsements, assignments (including patent, trademark and copyright assignments) and other documents as may (in the reasonable judgment of the Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to the Purchaser all of the right, title and interest of the Parent Entities in and to the Designated Buyer Subsidiary shall deliver to Seller or Assets in accordance with the Designated Seller Subsidiary, as applicable:terms of this Agreement; (Aii) the Closing PaymentPurchaser shall pay to the Sellers, as determined pursuant to Section 2.3(c), by via wire transfer of immediately available funds funds, to an a bank account of Seller designated in writing by Seller to Buyer Parent at least two (2) Business Days business days prior to the Closing DateClosing, the Initial Payment Amount, allocated among the Sellers in accordance with the allocations set forth in the Allocation Schedule; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary Purchaser and the Designated Seller Subsidiary Sellers shall execute and deliver to the Notary an executed and, to the extent required by the Notary, notarized Assignment and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the CompanyAssumption Agreement; (iv) Seller the Purchaser and the Sellers shall cause execute and deliver a License Agreement in substantially the Company to deliver to form of Exhibit C (the Notary an executed and, to the extent required by the Notary, notarized "IP Assignment and apostilled, power of attorney to execute the Deed of Sale and TransferLicense Agreement"); (v) Seller the Sellers shall cause execute and deliver in favor of the Designated Seller Subsidiary toPurchaser a Noncompetition and Nonsolicitation Agreement in substantially the form of Exhibit D (the "Noncompetition Agreement"; (vi) the Purchaser and Parent shall execute and deliver Software License and Support Agreements in the forms of Exhibits XI, XII and Buyer shall cause the Designated Buyer Subsidiary toXIII, confirm respectively, to the Notary that IP Assignment and License Agreement (the Deed "Software License and Support Agreements"); (vii) the Sellers shall execute and deliver to the Purchaser a certificate (the "Sellers Closing Certificate") executed by an executive officer of Sale each Seller, certifying that, to the knowledge of each such executive officer and Transfer may be executed and to instruct except as expressly set forth in the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register Sellers Closing Certificate, each of the Companyconditions set forth in Sections 6.1, 6.2, 6.4 and 6.9 has been satisfied in all respects; (viii) the Purchaser shall execute and deliver to the Sellers a certificate (the "Purchaser Closing Certificate") executed by an executive officer of the Purchaser, certifying that, to the knowledge of such executive officer and except as expressly set forth in the Purchaser Closing Certificate, each of the conditions set forth in Sections 7.1 and 7.2 has been satisfied in all respects; and (viix) pursuant the Purchaser shall provide to Parent written confirmation that the Deferred Payment Amount has been transferred to a segregated account to be held subject to the execution terms of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferAgreement. 6.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary Non-Trust Selling Stockholders and the Trustees on behalf of their respective Trusts shall deliver to Seller the Purchaser the stock certificates representing the Shares, duly endorsed (or the Designated Seller Subsidiary, as applicable: (A) the Closing Payment, as determined pursuant to Section 2.3(c), accompanied by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Sellerduly executed stock powers), and an original stock certificate representing the Buyer Stock Consideration; Purchaser shall pay (Cin the case of the Cash Amount) and deliver (in the case of the Aggregate Purchaser Shares, the Note and the Real Property Note) the certificate Aggregate Share Purchase Price to the Agent as contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.1.2; (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of Purchaser and each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.Non-Trust Selling Stockholders shall execute and deliver an Employment Agreement in the form of Exhibit B; (iii) the Designated Buyer Subsidiary Selling Stockholders shall execute and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer Purchaser and the original shareholders’ register Company a General Release in the form of the CompanyExhibit C; (iv) Seller each Selling Stockholder (or the Agent on behalf of the Selling Stockholders) shall cause the Company to execute and deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and TransferPurchaser a Selling Stockholder Compliance Certificate; (v) Seller the Chief Executive Officer and the Chief Financial Officer of the Company (prior to their resignations as contemplated by clause (x) below) shall cause the Designated Seller Subsidiary to, execute and Buyer shall cause the Designated Buyer Subsidiary to, confirm deliver to the Notary that Purchaser a Company Compliance Certificate; (vi) the Deed Selling Stockholders shall deliver duly executed spousal consents in the form of Sale Exhibit D (the "Spousal Consents") from their respective spouses; (vii) the Selling Stockholders shall deliver releases satisfactory to the Purchaser of all guarantees by any Acquired Corporation of any indebtedness of any Related Party; (viii) the Selling Stockholders shall each execute and Transfer may be executed deliver to the Purchaser and the Company a Non Competition Agreement in the form of Exhibit F; (ix) each of the Non-Trust Selling Stockholders shall execute and deliver a Substitute Form W-8 in the form of Exhibit G; (x) the Existing Directors and Officers shall resign from their positions and deliver letters of resignation to instruct the Notary to Purchaser; (xi) the Company and The B IV Group shall execute the Deed Amended Company Lease in the form of Sale and Transfer and update Exhibit K; (xii) the original shareholders’ register Chief Executive Officer or the Chief Financial Officer of the CompanyCompany (prior to their resignations as contemplated by clause (x) above) shall execute and deliver to the Purchaser a Notice of Non Real Property Holding Corporation Status in the form of Exhibit L; (xiii) intentionally omitted; (xiv) the Company and the Selling Stockholders shall deliver evidence satisfactory to the Purchaser of the payment in full and discharge of all indebtedness and other liabilities of all Related Parties to the Acquired Corporations, which evidence shall include checks payable to the Company from applicable Related Parties that are dated the Closing Date; and (vixv) pursuant to the execution Purchaser and Ali ▇▇▇▇▇▇▇▇ ▇▇▇ll execute and deliver a Consulting Agreement in the form of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.Exhibit M.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver (or cause to Seller or the Designated Seller Subsidiary, as applicablebe delivered) to Seller: (A) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds in U.S. dollars to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under Estimated Transaction Expenses to the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing parties entitled to such amount as set forth on the Buyer Stock ConsiderationClosing Date Report; (C) the certificate contemplated by Section 7.3(d7.3(c) (in form and substance reasonably acceptable to Seller); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver (or cause to be delivered) to Buyer, in each case, in form and substance reasonably acceptable to Buyer: (A) Stock certificates evidencing the Company Securities, free and clear of all Encumbrances (other than any restrictions on transfer under the Securities Act and any state securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (B) the Closing Date Report; (C) the certificate of the Seller contemplated by Section 7.2(d7.2(c); (BD) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which the Seller or any of its Affiliates is a party, duly executed on behalf of the Seller or such Affiliate; and; (CE) an executed certificate pursuant to certificate, as applicable, from the Seller in form and substance compliant with Treasury Regulations Section 1.1445-2(b) ), certifying that the Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.; (F) a certificate, dated as of the Closing Date, duly executed on behalf of Seller by its Secretary, certifying (i) the Organizational Documents of the Company as in effect as of the Closing, (ii) the resolutions or action taken by unanimous written consent of the board of directors of Seller and the Company approving the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (iii) the Designated Buyer Subsidiary resolutions or action taken by written consent of the stockholders of Seller and the Designated Seller Subsidiary shall deliver to Company approving the Notary an executed andexecution, to delivery and performance of this Agreement, the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer Ancillary Agreements and the original shareholders’ register consummation of the Companytransactions contemplated hereby and thereby; (ivG) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required Resignation Letters contemplated by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the CompanySection 5.7; and (viH) pursuant to executed termination agreements terminating the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferAffiliate Contracts as contemplated by Section 5.13.

At the Closing. (i) the Buyer shall issue or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiarypay, as applicable, or cause to be issued or paid, as applicable, to each applicable Seller: (A) the Aggregate Stock Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions Encumbrances created by the applicable Seller or arising under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(dLaws); and (DB) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior an amount equal to the sum of (1) the Aggregate Cash Closing DateConsideration and (2) the Fractional Share Cash Amount; (ii) the Buyer shall deposit or cause to which be deposited the Indemnity Escrow Shares in an account with the Escrow Agent, to be managed and paid out by the Escrow Agent pursuant to the terms of the Escrow Agreement; (iii) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(b)(iii) of the Disclosure Schedules (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates is a partyrelated thereto, duly executed as specified in the Debt Payoff Letters and in accordance with this Agreement; (iv) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement; provided, that, notwithstanding the foregoing, the Buyer shall deliver or cause to be delivered to the Company any Estimated Transaction Expenses that constitute compensation income to any employee or former employee of the Company, and the Company shall pay such Affiliates.amounts, less any required Taxes, to the employee or former employee on the next regularly scheduled payroll date that is at least five Business Days following the Closing; (iiv) each Seller shall deliver or cause to Buyerbe delivered to the Buyer duly endorsed assignments of its respective Units; (vi) the Buyer shall deliver to the Sellers Representative an executed counterpart of: (A) the certificate contemplated by Section 7.2(d);Registration Rights Agreement; and (B) a the Escrow Agreement; (vii) each Seller shall deliver to the Buyer an executed counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such AffiliateRegistration Rights Agreement; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iiiviii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary Sellers Representative shall deliver to the Notary Buyer an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register counterpart of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferEscrow Agreement.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary Vendors shall deliver to Seller or the Designated Seller Subsidiary, as applicable: (A) Purchaser the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate certificates representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a partySale Shares, duly executed instruments of transfer to transfer title to the Sale Shares to the Purchaser (or its nominees) and certified copies of the resolutions of the Boards of Directors of those Vendors which are corporations authorising the transfer of the Sale Shares registered in their names and giving authority to execute the relevant instrument(s) of transfer on behalf of Buyer or such Affiliates.the relevant Vendor to the party who executed them; (ii) Seller the Vendors shall deliver to Buyer: duly executed powers of attorney (Ain deed form) from each Vendor in favour of the certificate contemplated Purchaser (or its nominee(s)) generally in respect of the Sale Shares sold by Section 7.2(dthat Vendor under this Agreement enabling the Purchaser (or its nominee(s); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary attend and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register vote at general meetings of the Company; (iii) the Vendors shall deliver any waiver, consent or other document necessary to give the Purchaser (or its nominee(s)) full legal and beneficial ownership of the Sale Shares; (iv) Seller the Vendors shall cause deliver the common seal (if any) of the Company and any of its subsidiaries, and each register, minute book and other book required to deliver be kept by the Company and any of its subsidiaries under any Legal Requirement up to the Notary an executed and, to date of Closing and each certificate of incorporation of the extent required by the Notary, notarized Company and apostilled, power any of attorney to execute the Deed its subsidiaries (including certificates issued upon any change of Sale and Transfername); (v) Seller the Company shall (and the Vendors shall cause the Designated Seller Subsidiary to, Company) to allot and Buyer shall cause issue 600,000 fully paid ordinary shares in the Designated Buyer Subsidiary to, confirm Company to the Notary that Purchaser (or its nominees(s)) (representing, when aggregated with the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register Shares, 51% of the Company; andtotal number of shares on issue immediately following such issue) and deliver to the Purchaser (or its nominees(s)) a share certificate in respect of those shares; (vi) the Vendors shall deliver to the Purchaser: (A) employment contracts in the form of the drafts annexed as Exhibit H, entered into between the Company and the senior officers and employees designated in Exhibit I; (B) copies of the Proprietary Information and Inventions Deed executed by each of the senior officers and employees designated in Exhibit I; (vii) the Vendors shall execute and deliver to the Purchaser a certificate (the "Closing Certificate") setting forth the Vendors' and the Covenantors' representations and warranties that (A) each of the representations and warranties made by the Vendors and the Covenantors in this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in the Closing Certificate, each of the representations and warranties made by the Vendors and the Covenantors in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that the Vendors and the Covenantors are required to have complied with or performed pursuant to this Agreement at or prior to the execution Closing has been duly complied with and performed in all respects, and (D) except as expressly set forth in the Closing Certificate, each of the Deed of Sale conditions set forth in Sections 5.3, 5.4, 5.7 and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares 5.8 has been satisfied in all respects; (viii) subject to the Designated Buyer SubsidiaryShareholders Deed, the Vendors shall procure that each of its nominees as the Purchaser notifies to the Vendors resigns from their positions as directors and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause officers of the Company and any subsidiary, in each case formally resigning their respective office (with effect from the end of the meetings held pursuant to acknowledge this transferSection 1.4) and acknowledging in a form reasonably acceptable to the Purchaser that the writer has no claim against the Company or any of its subsidiaries for compensation for loss of office or otherwise; (ix) the Vendors shall procure the revocation of the relevant bank signing mandates and authorities and powers of attorney given by the Company as notified by the Purchaser.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary each Selling Shareholder shall deliver to Seller the Purchaser the stock certificate or certificates representing all of the Designated Seller SubsidiaryShares owned by such Selling Shareholder, as applicable: duly endorsed (Aor accompanied by duly executed stock powers) and the Closing Payment, as determined Purchaser shall deliver to the Agent stock certificates representing the shares of Purchaser Common Stock to be issued pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (21.1(a) Business Days prior to less the Closing DateIndemnity Shares; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller the Purchaser shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart Escrow Agent, to be held in escrow, stock certificates representing the shares of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Purchaser Common Stock to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate be issued pursuant to Treasury Regulations Section 1.1445-2(b1.1(b) certifying that Seller (or and the applicable Subsidiary of Seller) is not a foreign person within the meaning of Indemnity Shares withheld pursuant to Section 1445 of the Code.1.4; (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary each Selling Shareholder shall deliver to the Notary Purchaser an executed and, to Investor Qualification Questionnaire in the extent required by the Notary, notarized and apostilled, power form of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the CompanyExhibit D; (iv) Seller the Purchaser, each Selling Shareholder and the Escrow Agent shall cause the Company to execute and deliver to the Notary other an executed and, to Escrow Agreement substantially in the extent required by form of Exhibit E attached hereto (the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer"Escrow Agreement"); (v) Seller the Purchaser shall receive an opinion letter from Company counsel, dated the Closing Date, in the form of Exhibit F. (vi) each of ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall execute and deliver an Employment Agreement substantially in the form of Exhibit G; (vii) the Selling Shareholders shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to be delivered to the Notary Purchaser written resignations, effective as of the Closing Date, indicating that each of the Deed members of Sale and Transfer may be executed and to instruct the Notary to execute board of directors of the Deed Company has resigned as a member of Sale and Transfer and update the original shareholders’ register board of directors and, except as contemplated by Section 1.6(b)(vii), each officer of the Company has resigned as an Officer of the Company; and (viviii) pursuant each of the Selling Shareholders shall execute and deliver to the execution Purchaser such other documents as the Purchaser may reasonably request in order to facilitate the consummation of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge transactions contemplated by this transferAgreement.

At the Closing. (i) Buyer the Sellers shall cause to be executed and delivered to the Purchaser such bills of sale, endorsements, assignments (including patent, trademark and copyright assignments) and other documents as may (in the reasonable judgment of the Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to the Purchaser all of the right, title and interest of the Parent Entities in and to the Designated Buyer Subsidiary shall deliver to Seller or Assets in accordance with the Designated Seller Subsidiary, as applicable:terms of this Agreement; (Aii) the Closing PaymentPurchaser shall pay to the Sellers, as determined pursuant to Section 2.3(c), by via wire transfer of immediately available funds funds, to an a bank account of Seller designated in writing by Seller to Buyer Parent at least two (2) Business Days business days prior to the Closing DateClosing, the Initial Payment Amount, allocated among the Sellers in accordance with the allocations set forth in the Allocation Schedule; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary Purchaser and the Designated Seller Subsidiary Sellers shall execute and deliver to the Notary an executed and, to the extent required by the Notary, notarized Assignment and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the CompanyAssumption Agreement; (iv) Seller the Purchaser and the Sellers shall cause execute and deliver a License Agreement in substantially the Company to deliver to form of Exhibit C (the Notary an executed and, to the extent required by the Notary, notarized "IP Assignment and apostilled, power of attorney to execute the Deed of Sale and TransferLicense Agreement"); (v) Seller the Sellers shall cause execute and deliver in favor of the Designated Seller Subsidiary toPurchaser a Noncompetition and Nonsolicitation Agreement in substantially the form of Exhibit D (the "Noncompetition Agreement"; (vi) the Purchaser and Parent shall execute and deliver Software License and Support Agreements in the forms of Exhibits XI, XII and Buyer shall cause the Designated Buyer Subsidiary toXIII, confirm respectively, to the Notary that IP Assignment and License Agreement (the Deed "Software License and Support Agreements"); (vii) the Sellers shall execute and deliver to the Purchaser a certificate (the "Sellers Closing Certificate") executed by an executive officer of Sale each Seller, certifying that, to the knowledge of each such executive officer and Transfer may be executed and to instruct except as expressly set forth in the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register Sellers Closing Certificate, each of the Companyconditions set forth in Sections 6.1, 6.2, 6.4 and 6.9 has been satisfied in all respects; (viii) the Purchaser shall execute and deliver to the Sellers a certificate (the "Purchaser Closing Certificate) executed by an executive officer of the Purchaser, certifying that, to the knowledge of such executive officer and except as expressly set forth in the Purchaser Closing Certificate, each of the conditions set forth in Sections 7.1 and 7.2 has been satisfied in all respects; and (viix) pursuant the Purchaser shall provide to Parent written confirmation that the Deferred Payment Amount has been transferred to a segregated account to be held subject to the execution terms of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferAgreement.

At the Closing. (i) the Buyer or the Designated shall cause each Buyer Subsidiary shall to deliver to Seller or the Seller’s Designated Seller SubsidiaryAffiliate that number of Coty Shares equal to the quotient, as applicable: rounded to the nearest whole number, obtained by dividing (A) the Closing Paymentproduct of (1) the Estimated Purchase Price and (2) the percentage value, specified as determined a decimal number, set forth in Exhibit A.2 attached hereto opposite the relevant Buyer Subsidiary’s name by (B) the Coty Per Share Value, free and clear of all Encumbrances, provided that, upon actual payment by each Buyer Subsidiary of their respective portion of the Estimated Purchase Price to the Seller’s Designated Affiliate, the Buyer Subsidiaries shall be fully discharged of their respective payment obligation towards each of the Seller and the Seller Subsidiary in respect of the Estimated Purchase Price. (ii) the Buyer shall deliver or cause to be delivered on behalf of the Company Group (including, if so desired, by directing the Company Group to use freely available Cash and Cash Equivalents to repay) the amount it has been notified by the Seller pursuant to Section 2.3(c)2.3 is payable to each Person who is owed a portion of the Estimated Transaction Expenses; (iii) the Buyer shall deliver or cause to be delivered on behalf of the Company Group (including, if so desired, by wire directing the Company Group to use freely available Cash and Cash Equivalents to repay) the amount it has been notified by the Seller pursuant to Section 2.3 is payable to each counterparty or holder of Funded Indebtedness; and (iv) the Seller shall, or shall cause the Seller Subsidiary to, deliver to the applicable Buyer Subsidiary as set forth in Exhibit A.2 attached hereto: (1) (A) an original copy of the stock transfer form (ordre de mouvement) with respect to the sale and purchase of immediately available funds the Shares of Bourjois S.A.S., duly signed by Chanel S.A.S., (B) 2 original copies of the applicable tax forms “Cerfa” no 2759, duly signed by Chanel S.A.S., to an account be filed with the French Tax authorities by the relevant Buyer Subsidiary with respect to the sale and purchase of Seller designated the Shares of Bourjois S.A.S. and (C) the share register of Bourjois S.A.S. (comprising the registre des mouvements de titres and the comptes individuels d’actionnaires) updated in writing by Seller to Buyer at least two respect of the sale and purchase of all of the Shares of Bourjois S.A.S.; and (2) Business Days prior (A) the Share certificate representing all of the Shares of Bourjois Limited (or any indemnity in respect thereof, in a form reasonably agreed upon between the Parties), accompanied by a stock transfer form duly executed by the Seller; (B) an irrevocable English-law-governed power of attorney duly executed by the Seller in favor of the Buyer, for the purpose of exercising the rights attached to the Shares of Bourjois Limited and securing the interests of Buyer in the Shares of Bourjois Limited during the period between the Closing and the registration of the relevant Buyer Subsidiary as the holder of the Shares of Bourjois Limited in the register of members of Bourjois Limited; and (C) a copy of (α) the resolutions adopted by the board of directors of Bourjois Limited approving the sale and transfer of the Shares of Bourjois Limited and approving, subject only to the consummation of the Closing, the registration of the transfer of the Shares of Bourjois Limited, the resignations of all the existing directors and officers (including company secretary) of Bourjois Limited and the appointment of the new directors and officers (including company secretary) and any changes in the situation of the registered office, the accounting reference date and instructions to banks as Buyer may reasonably specify and (β) the duly executed TM01 & TM02, AD01 and AA01 forms; (1) the Seller shall execute, and the Buyer shall cause its relevant Buyer Subsidiary set forth in Exhibit A.2 attached hereto to execute, a transfer deed in the appropriate form as required by applicable Laws, to be executed before a civil law notary registered in the ▇▇▇▇▇▇▇▇▇▇▇ and associated with Loyens & Loeff N.V., for completing the sale and transfer of the Shares of Bourjois B.V. from the Seller to the relevant Buyer Subsidiary; (2) the Seller shall (A) deliver to the applicable Buyer Subsidiary a copy of resolutions adopted by the management board of Bourjois B.V. approving the sale and transfer of the Shares of Bourjois B.V. from the Seller to the relevant Buyer Subsidiary and (B) cause the shareholders’ general meeting of Bourjois B.V. to approve the transfer of the Shares of Bourjois B.V., dismiss all the existing directors and appoint those new statutory directors as indicated by the Buyer, in each case with effect on the Closing Date; (1) the Seller shall execute, and the Buyer shall cause its relevant Buyer Subsidiary set forth in Exhibit A.2 attached hereto to execute, a transfer deed in the appropriate form as required by applicable Laws, for completing the sale and transfer of the Shares of Bourjois SARL from the Seller to the relevant Buyer Subsidiary; (2) the Seller shall (A) deliver to the applicable Buyer Subsidiary a copy of the shareholders’ resolutions adopted by the Seller as sole shareholder of Bourjois SARL approving the sale and transfer of the Shares of Bourjois SARL from the Seller to the relevant Buyer Subsidiary, and (B) cause the shareholders’ general meeting of Bourjois SARL to be held on the Closing Date in order to appoint those new managers as indicated by the Buyer Stock Consideration, free and clear following the resignations of all Encumbrances (other than transfer restrictions under applicable securities Laws the existing managers of Bourjois SARL effective on the Closing Date and Encumbrances under approve the A&R Shareholders Agreement or created by Seller)cleaning-up of the by-laws of Bourjois SARL and notably, and an original stock certificate representing without limiting the Buyer Stock Considerationgenerality of the foregoing, to delete any reference to the Seller therein; (Cvii) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Without prejudice to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning provisions of Section 1445 of 5.6, the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the shareholders’ general meetings and/or board meetings (or their equivalent under applicable Laws) of Bourjois S.A.S., Bourjois España SA and Bourjois SA to be held on the Closing Date in order to appoint those new officers and directors (or members of supervisory board) indicated by the Buyer following the resignations of all the existing officers and directors of the abovementioned Company Group Members effective on the Closing Date; (viii) The Buyer shall, and shall cause its relevant Buyer Subsidiaries, to deliver to the Notary an Seller, proofs of identity and residence of any new directors or officers of the Company Group Members appointed on the Closing Date, as well as any duly executed and, to the extent required by the Notary, notarized and apostilled, power powers of attorney to execute the Deed benefit of Sale and Transfer; (v) the relevant legal counsels as specified by the Seller shall cause in order to allow the Designated Seller Subsidiary to, and to cause the relevant Company Group Members to, proceed with the filing publicity formalities as from the Closing Date. (ix) The Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed have received an executed counterpart of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register each of the Company; andAncillary Agreements signed by each party other than the Buyer or the Buyer Subsidiaries. (vix) pursuant to the execution The Seller shall have received an executed counterpart of each of the Deed of Sale and TransferAncillary Agreements signed by each party other than the Seller, the Seller’s Designated Affiliate or the Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicableshall: (A) deliver to Seller a duly executed counterpart to each other Transaction Document to which Buyer or any Affiliate thereof is a party; (B) to the Closing Paymentextent requested by Seller, on behalf of Seller or the Purchased Subsidiaries, as determined pursuant applicable, deliver to Section 2.3(c)the payees of the Seller Transaction Expenses, by such portion of the Seller Transaction Expenses set forth and in accordance with the final bills and wire transfer of immediately available funds to an account of Seller designated in writing instructions delivered by Seller to Buyer at least two (2) no later than five Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;Closing; and (C) deliver to Seller, in exchange for the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Shares, an amount equal to the Closing Date) Purchase Price in immediately available funds by wire transfer to which Buyer an account or any of its Affiliates is a partyaccounts designated by Seller, duly executed on behalf of Buyer or such Affiliates.by notice to Buyer; and (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d)a duly executed counterpart to each other Transaction Document to which Seller or any Affiliate thereof is a party; (B) a counterpart statement, signed under penalties of each Ancillary Agreement (other perjury and dated no more than any Ancillary Agreements entered into 30 days prior to the Closing Date) to which Seller or any , that satisfies the requirements of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Regulation Section 1.1445-2(b2(b)(2) certifying and confirms that Seller (or the applicable Subsidiary of Seller) is not a “foreign person within the meaning of person” as defined in Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (ivC) duly executed resignation letters, effective as of the Closing, from each director and officer of the Purchased Subsidiaries, in their capacity as such, identified in writing by Buyer to Seller shall cause the Company to deliver at least 10 Business Days prior to the Notary an executed andClosing, to the extent required by the Notary, notarized and apostilled, power or evidence of attorney to execute the Deed of Sale and Transfersuch persons’ removal from such positions; (vD) a certificate of an executive officer of Seller shall cause the Designated Seller Subsidiary to, certifying to a true and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register correct copy of the Companyresolutions of Seller approving the transactions contemplated by this Agreement and that such resolutions are in full force and effect; and (viE) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer certificates for the Shares to the Designated Buyer Subsidiaryduly endorsed or accompanied by stock powers duly endorsed in blank, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferwith any required transfer stamps affixed thereto.

At the Closing. (i) the Buyer or the Designated Buyer Subsidiary shall deliver or cause to Seller or the Designated Seller Subsidiary, as applicable: (A) be delivered the Closing Payment, as determined pursuant Date Cash Consideration to Section 2.3(c), the account or accounts to be designated by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer TreeHouse at least two (2) three Business Days prior to the Closing DateDate (and the portion of the Closing Date Cash Consideration (if any) or any other amount (if any) paid pursuant to this Agreement directly to TreeHouse in respect of equity transferred to the Buyer by a different Seller shall be received by TreeHouse in its capacity as agent for such other Seller and shall be deemed to have been paid to that other Seller); (Bii) the Buyer Stock Consideration, free shall deliver to the Sellers a duly executed counterpart of each of the Seller Credit Agreement and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock ConsiderationSeller Note; (Ciii) TreeHouse shall deliver to the Buyer a duly executed counterpart of each of the Seller Credit Agreement and the Seller Note in an aggregate principal amount equal to the Seller Note Principal Amount; (iv) the Buyer shall pay, or cause to be paid, on behalf of the Group Companies and to the extent unpaid as of immediately prior to the Closing, an amount equal to the Estimated Transaction Expenses to each Person who is owed a portion thereof as set forth in the Preliminary Closing Statement; (v) TreeHouse shall deliver or cause to be delivered to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (vi) TreeHouse shall deliver or cause to be delivered to the Buyer an executed counterpart of each Ancillary Agreement to which TreeHouse is a party, executed by the applicable Business Entities; (vii) the Buyer shall deliver or cause to be delivered to TreeHouse an executed counterpart of each Ancillary Agreement to which the Buyer is a party, executed by the Buyer; (viii) TreeHouse shall deliver, or cause to be delivered, to the Buyer a certificate pursuant to Treasury Regulations section 1.1445-2(c)(3) stating that the US Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c) of the Code; provided, that the Buyer’s only remedy for TreeHouse’s failure to provide such certificate will be to withhold from the payments to be made pursuant to this Agreement any required withholding Tax under section 1445 of the Code, and TreeHouse’s failure to provide such certificate will not be deemed to be a failure of the condition set forth in Section 7.3 to have been met; (ix) TreeHouse shall deliver or cause to be delivered to the Buyer the certificate contemplated by Section 7.3(d7.3(c); (x) the Buyer shall deliver or cause to be delivered to TreeHouse the certificate contemplated by Section 7.2(b); and (Dxi) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior TreeHouse shall deliver or cause to be delivered evidence reasonably satisfactory to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of that each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iiiGroup Companies has been, or will be substantially simultaneously with the Closing, fully released from any guarantee provided under the financing arrangements set forth on Section 2.2(b)(xi) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferDisclosure Schedule.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicable: (A) the Closing Payment, as determined pursuant to Section 2.3(c), Payment in immediately available funds by wire transfer of immediately available funds to an account of Seller one or more bank accounts designated in writing by Seller Freeport by notice to Buyer at least two (2) not later than five Business Days prior to the Closing Date; (Bii) Freeport shall deliver, or cause to be delivered, to Buyer a legally effective instrument of transfer with respect to all of the Subject Shares; (iii) Freeport shall resign as the Operator under the TFHL JVSA and the Operator Agreement dated as of January 16, 2009, between Freeport Minerals Corporation (formerly known as Freeport-McMoRan Corporation), the Company, P▇▇▇▇▇ Dodge Katanga Corporation and Tenke Holdings Ltd. as amended; (iv) Freeport shall deliver, or cause to be delivered, to Buyer Freeport’s or the Subcontractor’s executed counterpart signature page to the Subcontractor Agreement, to be held in escrow by the Buyer Stock Considerationpending the consummation of the Closing and the subsequent appointment of the Company or an Affiliate of the Company as the Operator; (v) Buyer shall deliver, or cause to be delivered, to Freeport, the Company’s or its Affiliate’s executed counterpart signature page to the Subcontractor Agreement, to be held in escrow by Freeport pending the consummation of the Closing and the subsequent appointment of the Company or an Affiliate of the Company as the Operator; (vi) Freeport shall deliver to Buyer a duly executed certificate signed by an authorized officer of Freeport pursuant to Section 10.02(c); (vii) Buyer shall deliver to Freeport a duly executed certificate signed by an authorized officer of Buyer pursuant to Section 10.03(c); (viii) Freeport shall deliver the resignations contemplated by Section 5.03; (ix) Freeport shall deliver to Buyer the Letter of Credit; and (x) Freeport shall deliver, or cause to be delivered, to the Process Agent a legally effective instrument of transfer of the Airplane, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such AffiliatesLiens. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary Sellers shall deliver or cause to Seller be delivered to Canadian Buyer stock certificates representing the Company Shares and to U.S. Buyer stock certificates representing the U.S. Holding Shares accompanied by stock powers duly endorsed in blank or the Designated Seller Subsidiary, as applicable:accompanied by duly executed instruments of transfer; (Aii) The Buyers shall deliver or cause to be delivered to the Sellers (x) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of Cash Purchase Price in immediately available funds to an account of Seller accounts designated in writing by Seller to Buyer the Sellers at least two (2) Business Days prior to the Closing Date; (B) in the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of individual amount for each Ancillary Agreement (other than any Ancillary Agreements entered into prior Seller equal to the Closing Dateproduct of the Cash Purchase Price and the Seller Percentage for such Seller and (y) to which Canadian Buyer or any Shares registered in the names of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) the Sellers in the individual amount for each Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior equal to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 product of the Code.number of Canadian Buyer Shares and the Seller Percentage for such Seller; (iii) the Designated Buyer Subsidiary TKOG and the Designated Seller Subsidiary Canadian Buyer shall execute and deliver to the Notary an executed andExchange Put Right Agreement, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the CompanyVoting, Exchange and Support Trust Agreement; (iv) Seller Each of the Sellers, on the one hand, and the Company or a Company Subsidiary, on the other hand, shall execute and deliver the Employment Agreements; (v) TKOG shall cause the Company to repay all of the Shareholder Loans. Such repayment shall be made by TKOG causing the Company to pay the aggregate principal amount of the Shareholder Loans to the National Trust Company on behalf of each of the Sellers; (vi) The Sellers shall execute and/or deliver to the Notary an Buyers each other document, certificate or other instrument including, but not limited to, Section 116 Clearance Certificates required to be executed and, and/or delivered by the Sellers under this Agreement at or prior to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and TransferClosing; (vvii) Seller TKOG and the Buyers shall execute and/or deliver to the Sellers each other document, certificate or other instrument required to be executed and/or delivered by TKOG or the Buyers under this Agreement at or prior to the Closing; (viii) The Sellers shall cause the Designated Seller Subsidiary to, Company and Buyer shall cause the Designated Buyer Subsidiary to, confirm U.S. Holding to deliver to the Notary that the Deed of Sale Buyers their minute books, stock registers, stock transfer records and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register all other corporate records of the Company, U.S. Holding, and the Company Subsidiaries; and (viix) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller TKOG shall cause the Company to acknowledge this transfermake such arrangements as are reasonably necessary to release the Sellers from (1) any guarantee given by any Seller in favor of The Toronto-Dominion Bank in connection with the financing of the Company's and the Company Subsidiaries' operations, (2) any guarantee given by any Seller in connection with the Company's Toronto office lease; provided, however, in the event the Company is unable to secure the release of any Seller's guarantee with respect to the Toronto office lease, TKOG shall indemnify any Seller for any amount paid by such Seller in respect of such guarantee, and (3) the Sellers' indebtedness to the National Trust Company in connection with the Shareholder Loans, such releases to be in a form and substance reasonably satisfactory to the Seller being so released. In connection with clause (3) above, the Sellers shall cause copies of the cancelled notes related to the Shareholder Loans to be delivered to TKOG.

At the Closing. (i) Buyer or the Designated Buyer Subsidiary The Seller shall deliver to the Buyer a certificate signed by the Seller or to the Designated Seller Subsidiary, as applicable:effect of confirming that the condition precedent set forth in Section 7.1(a) has been met; (Aii) The Buyer shall deliver to the Closing Payment, as determined pursuant Seller a certificate signed by the Buyer and CEMIG to the effect of confirming that the condition precedent set forth in Section 2.3(c), 7.2(a) has been met; (iii) The Seller and the Buyer shall execute any transfer registration forms required by wire the Book-Entry Registrar for the transfer of immediately available funds the Purchased Shares to an account the Buyer; (iv) The Seller shall deliver to the Buyer a statement issued by the Book-Entry Registrar evidencing that the Purchased Shares were duly transferred to the Buyer; (v) The Seller shall have caused such members of the board of directors and executive officers of the Company and of the other entities of the Group appointed by or at the direction of the Seller as the Buyer shall have designated in writing by a written notice delivered to the Seller to Buyer at least two (2) five Business Days prior to the Closing DateDate to deliver to the Buyer resignation letters effective as of the Closing Date with a full release and discharge of any obligations of the Company or any other entity of the Group to such directors and officers, in the form attached hereto as Schedule 2.3(b)(v), and to transfer to the Buyer or any Person designated by the Buyer any Shares and any other interest in any company of the Group; (Bvi) The Buyer and CEMIG shall deliver to the Buyer Stock ConsiderationSeller a full release and discharge of the directors and officers of the Company and of any other entity of the Group, free and clear appointed by or at the direction of all Encumbrances the Seller, for any of their act or omission prior to the Closing, except in the case of fault (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Sellerculpa), and an original stock certificate representing fraud or willful misconduct or breach of the Buyer Stock Considerationrespective entity’s By-laws in accordance with Schedule 2.3(b)(vi); (Cvii) The Buyer shall execute and deliver to Seller, the certificate contemplated Company and Bovespa the Termo de Anuência dos Controladores (Statement of Consent from Controlling Shareholders) and any other document requested by Bovespa in accordance with the Level 2 Corporate Governance Rules; (viii) The Buyer shall pay the Purchase Price as set forth in Section 7.3(d2.2 above; (ix) Subject to Section 6.4 and Section 7.1(f), the Intercompany Loan shall be fully paid to the Seller (principal plus pro rata interest accrued until but excluding the Closing Date) pursuant to Section 6.4; (x) The Seller shall deliver to the Buyer a full and irrevocable release and discharge of all obligations of the Company under the Intercompany Loan and of any obligations relating to the use by the Company and any other entity of the Group of Intellectual Property of the Seller, including pursuant to the SAP Agreement; (xi) The Seller shall deliver to the Buyer the Indemnity Guaranty, duly executed; and (Dxii) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to The Seller, the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause and/or the Company to deliver to the Notary an executed andshall execute such other instruments, to the extent required by the Notarydocuments or certificates, notarized and apostilledif any, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer as may be executed reasonably required to consummate and to instruct perfect the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfertransactions contemplated hereby.

At the Closing. the Buyer shall become a participating employer under the Seller's defined contribution plan (i"Seller's DC Plan") and shall continue as such until the complete transfer of the account balances under Seller's DC Plan of the Company's employees to Buyer's DC Plan (as hereinafter defined), (2) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or accounts of the Designated Seller Subsidiary, as applicable: (A) the Closing PaymentCompany's employees, as determined pursuant to Section 2.3(c)by Buyer, by wire transfer of immediately available funds to an account of Seller designated in writing shall be responsible for all fees and expenses incurred after the Closing by Seller or Seller's DC Plan in connection with the administration of the accounts of the Company's employees and the portion of the Plan attributable to such the accounts, and for this purpose, Buyer at least two (2) Business Days prior or the accounts of the Company's employees, as determined by Buyer, shall be responsible for any increase in out-of-pocket fees incurred by Seller or Seller's DC Plan that is attributable to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary operation of Seller's DC Plan as a multiple employer plan, (3) is not in the event that Buyer takes any action and/or omits to take any action in relation to Seller's DC Plan that by itself results in the occurrence of a foreign person within the meaning of prohibited transaction (as defined in Section 1445 4975 of the Code. ) or a violation of ERISA or solely by reason of its acts or failures to act creates any liability (iiiunder ERISA, the Code or otherwise) for Seller, its officers, directors and agents, any person serving as a fiduciary of Seller's DC Plan or for any other person (including, without limitation, Seller's DC Plan) (an "Indemnitee"), Buyer shall, indemnify and hold harmless the Designated Buyer Subsidiary Indemnitee from and against any and all expenses (including, without limitation, reasonable attorneys' fees), liabilities, obligations and costs of any sort incurred as a result of Buyer's act or failure to act, and the Designated Seller Subsidiary forgoing indemnity shall deliver not be subject to the Notary an executed andlimitations of Section 9.3(b), nor taken into account for the purpose of applying the limitations of Section 9.3(b) to other Losses, and (4) in the event that Buyer and any of Seller, its officers, directors and agents, or any person serving as a fiduciary of Seller's DC Plan jointly take any action and/or omit to take any action in relation to Seller's DC Plan that results in a violation of ERISA, Buyer shall, indemnify and hold harmless Seller's DC Plan from and against one-half of any and all expenses (including, without limitation, reasonable attorneys' fees), liabilities, obligations and costs of any sort incurred as a result of such act or failure to act, and the forgoing indemnity shall not be subject to the extent required by limitations of Section 9.3(b), nor taken into account for the Notary, notarized and apostilled, power purpose of attorney applying the limitations of Section 9.3(b) to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferother Losses.