Common use of Closing Deliverables Clause in Contracts

Closing Deliverables. At the Closing, (a) Orchid Asia shall deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the register of members Purchased Assets and the assumption of the Company, dated as of the Closing Date and duly certified Assumed Liabilities by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaBuyer; (ii) A sub-lease from Seller to Buyer for a copy portion of a share certificate the space at Seller’s Tampa office location in the name form of Orchid Asia, dated as of the Closing Date and to be duly Exhibit B executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Sharesby Seller; (iii) an the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller; (iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller; (v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer; (vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller; (vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller; (viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing; (ix) a fairness opinion of from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”); (x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (xii) Out of State Affidavit of Acceptance; (xiii) copies of all books and records related to the Purchased Assets; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price; (ii) the Promissory Note for the Deferred Purchase Price to Seller in the form of Exhibit H executed by Buyer (the “Promissory Note”); (iii) the personal guaranty in the form of Exhibit I executed by ▇▇▇▇▇ ▇▇(the “Personal Guaranty”); (iv) a Resignation Letter in the form of Exhibit J duly executed by ▇▇▇▇▇, as Cayman Islands counsel to the Companymaking effective, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion her resignation from Seller’s Board of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Directors; (v) a copy the ▇▇▇▇ of Sale and Assignment and Assumption Agreement in the Shareholders Agreementform of Exhibit A duly executed by Buyer; (vi) the Sub-Lease in the form of Exhibit B, duly executed by Buyer; (vii) the Company TSA in the form of Exhibit C duly executed by Buyer; (viii) the Intellectual Property Assignment Agreement in the form of Exhibit D duly executed by Buyer; (ix) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Buyer; (x) a Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by Buyer; (xi) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by Buyer; (xii) a certificate of the Secretary (or equivalent officer) of Buyer certifying as to its: (A) Certificate of Organization; (B) manager resolutions, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the other parties thereto transactions contemplated hereby; (other than Orchid Asia)C) incumbency certificate; and (D) Certificate of Good Standing; (xiii) Out of State Execution Affidavit; and (vixiv) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior filings or documents, as may be required to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebygive effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy bill of sale in form and substance satisfactory to Buyer (the register “Bill of members of the Company, dated as of the Closing Date Sale”) and duly certified executed by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in form and substance satisfactory to Buyer (the “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Company, addressed Intellectual Property Assets to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements)other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and each Restructuring Document shall have been entered into in accordance with Section 5.6;(B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; and (v) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver (or cause to be delivered) the following: (i) to Continental Stock Transfer & Trust, a copy written instruction to make a book entry for the Closing Share Consideration in the name of Seller; (ii) to Seller, the Shareholders Cash Consideration; (iii) to Seller, the Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇; (iv) to Seller, the Company and the other parties thereto (other than Orchid Asia)Intellectual Property Assignment, duly executed by ▇▇▇▇▇; and (viv) copies to Seller, a certificate of the duly adopted Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board board of directors of Buyer, which authorize the execution, delivery, and the shareholders performance of the Company, duly certified by any authorized signatory of the Company, approving this Agreement and the Transaction Documents and the consummation of the transactions contemplated thereby hereby and adopting thereby, and (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyTransaction Documents.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in form and substance satisfactory to the extent not previously deliveredparties (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Sculptura Assets to Buyer; (ii) an amount equal assignment and assumption agreement in form and substance satisfactory to the Subscription parties (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Sculptura Assets and the Assumed Liabilities; (iii) one or more assignments in form and substance satisfactory to the parties (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the trademark registrations and applications, patents and patent applications, copyright registrations and applications, and domain name registrations included in the Intellectual Property Assets (as defined below) to Buyer; (iv) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Disclosure Schedules, except for (i) the consents to transfer the 510K permits for which Buyer will apply, at its expense, post-Closing, (ii) any consent, approval, waiver or authorization in connection with the termination right set forth in the Development Agreement, dated May 18, 2021, between Orimtech LTD. and Sensus Healthcare, Inc., and (iii) any consent, approval, waiver or authorization in connection with the Master Goods and Services Agreement, effective August 28, 2020, between Stanford Health Care and Sensus Healthcare, Inc.; (v) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller or, at the option of Seller, a Form W-9; (vi) a consent agreement with Silicon Valley Bank consenting to the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to the parties; (vii) a notice of conversion acceptable to the parties to this Agreement with respect to certain Intellectual Property Registrations; (viii) a certificate of an officer of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to Buyer on the bank account of the Company set forth in SCHEDULE 2; andClosing Date; (ii) the Shareholders Agreement, Assignment and Assumption Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Companyextent required for a particular jurisdiction, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoIntellectual Property Assignments; (iv) a copy certificate of an officer of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), transactions contemplated hereby; and each Restructuring Document shall have been entered into in accordance with Section 5.6;(B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder. (v) a copy such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Shareholders Agreementparties, duly executed as may be deemed necessary by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebygive effect to this Agreement.

Closing Deliverables. (a) At the Closing,, the Company will deliver or cause to be delivered to SPAC: (ai) Orchid Asia shall a certificate signed by an officer of the Company and each Acquisition Entity, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled; (ii) the Payment Spreadsheet; (iii) a copy of the executed Registration Rights Agreement duly executed by PubCo and the Company Shareholders thereto; (iv) a copy of each Lock-Up Agreement, duly executed by the applicable Company Shareholder and PubCo (for avoidance of doubt, no holder of less than 5% of the outstanding shares of the Company will be required to enter into such Lock-Up Agreement); (v) a copy of the executed Assignment and Assumption Agreement, duly executed by PubCo; (vi) evidence reasonably satisfactory to SPAC of the completion of the Restructuring; and (vii) copies of the approvals, waivers or consents called for by Section 9.2(f), if any. (b) At the Closing, SPAC will deliver or cause to be delivered to the Company: (i) to the extent not previously delivereda certificate signed by an officer of SPAC, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(d) have been fulfilled; (ii) copies of the form set forth in EXHIBIT C heretowritten resignations of all the directors and officers of SPAC, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated effective as of the Closing Date, in SPAC Merger Effective Time; (iii) a copy of the form set forth in EXHIBIT D heretoexecuted Registration Rights Agreement duly executed the SPAC Stockholders thereto; (iv) a copy of this the executed Assignment and Assumption Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement by SPAC and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6;Continental; and (v) a copy of the Shareholders each Lock-Up Agreement, duly executed by Sponsor. (c) Provided SPAC has satisfied the Minimum Cash condition set forth in Section 9.3(b), PubCo shall pay, or cause to be paid, by wire transfer of immediately available funds at Closing, (i) accrued and unpaid Company Transaction Expenses as set forth in the Company Transaction Expenses Certificate pursuant to Section 2.1(b)(i) for an amount up to $4,500,000, which shall include the respective amounts and wire transfer instructions for the other parties thereto payment thereof and (other than Orchid Asiaii) accrued and unpaid SPAC Transaction Expenses as set forth in the SPAC Financing Certificate pursuant to Section 2.1(b)(ii) for an amount up to $9,500,000 (the “Maximum Allowable SPAC Transaction Expenses”); and. Prior to Closing, Sponsor will have arranged to pay for any SPAC Transaction Expenses in excess of the Maximum Allowable SPAC Transaction Expenses that have been incurred by the SPAC and/or the Sponsor at Closing. (vid) copies Notwithstanding the foregoing, the Company shall be responsible for paying any extension fees up to $100,000 per month on or after March 28, 2024, and up to $100,000 for fees associated with the completion of the duly adopted resolutions Form 10-K for the fiscal year ended December 31, 2023 and if applicable, the Form 10-Q for the fiscal quarter ended March 31, 2024, and if applicable, up to an additional $25,000 for the Form 10-Q for the fiscal quarter ended June 30, 2024. (e) For avoidance of doubt, the total amount payable by PubCo pursuant to Section 2.6(c) (including the value of any shares issued in satisfaction of outstanding expenses) shall not exceed $14,000,000. Notwithstanding anything to the contrary in the foregoing, PubCo shall not be obligated to pay for SPAC Transaction Expenses in excess of the Board Maximum Allowable SPAC Transaction Expenses which the Sponsor has agreed to pay for. PubCo’s failure or refusal to pay anything over and above the shareholders Maximum Allowable SPAC Transaction Expenses will not be deemed to constitute a breach or a default of any kind by the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyCompany or PubCo under this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) the Escrow Agreement duly executed by Seller; (ii) a b▇▇▇ of sale in form and substance satisfactory to Buyer (the “B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible and intangible property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assigned Contracts; (iv) one or more assignment(s) in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer; (v) with respect to each Lease, an amount equal Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each an “Assignment and Assumption of Lease”) and duly executed by Seller; (vi) one or more certificates of the Secretary or Assistant Secretary (or equivalent officer) of Seller, (A) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors, members and/or managers of Seller and Seller’s Executives authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transaction contemplated hereby and thereby, and (B) certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) such other customary instruments of transfer, assumption, filings or documents, and evidence of the release of all Encumbrances on the Purchased Assets and the Assigned Contracts, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (viii) all passwords, passcodes and log-in information necessary to access any electronic or online accounts or devices of the Business; (ix) all keys and lock alarm combinations applicable to any premises at which the Purchased Assets are located or the Business is conducted; (x) all other books, records, information and other items included in the Purchased Assets and the Assigned Contracts to be conveyed to Buyer as contemplated in this Agreement; (xi) all of the bulk sale documents and items referred to in Sections 3.1(j) and 3.5 above, including (without limitation) written certification from either the Seller’s independent certified public accountant or attorney that such bulk sale requirements have been fulfilled by Seller; (xii) the Executive Employment Agreements duly executed by each Executive; and (xiii) any and all other documents reasonably requested by Buyer or its counsel to consummate Closing as contemplated in this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Cash Closing Portion of the Purchase Price (if by wire transfer, to an account designated writing by Seller to Buyer); (ii) the Escrow Agreement duly executed by Buyer, together with proof or acknowledgement of the funding of the Cash Escrow portion of the Purchase Price to the Subscription Purchase Price Escrow Agent; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (v) the Executive Employment Agreements duly executed by the Buyer; and (vi) any other documents reasonably requested by Seller or its counsel to consummate Closing as contemplated in this Agreement. (c) At the Closing, Buyer shall deliver to the Purchase Price Escrow Agent: (i) the Cash Escrow portion of the Purchase Price by wire transfer of immediately available funds to account(s) designated by the Purchase Price Escrow Agent, to be held for the purpose described in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2Section 1.5(d) above; and (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid AsiaBuyer. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. At the Closing,: (a) Orchid Asia Seller Parent and Seller shall deliver or cause to be have delivered to Buyer the Companyfollowing: (i) customary authority documents and owner affidavits that ▇▇▇▇▇’s title company reasonably requires for the proper consummation of the transfer of the Owned Real Property; (ii) an Assignment Agreement and Bill of Sale in form and substance mutually acceptable to Buyer and Seller (the “Assignment Agreement”), duly executed by Seller Parent, Seller and their applicable Affiliates; (iii) an IP Agreement in substantially the form of Exhibit B (the “IP Agreement”), duly executed by Seller Parent; (iv) an Escrow Agreement in a form mutually agreed between the parties (the “Escrow Agreement”), duly executed by Seller; (v) a special warranty deed for the Owned Real Property in form and substance mutually acceptable to Buyer and Seller (the “Special Warranty Deed”), duly executed by Seller; (vi) payoff letters duly executed by each holder of Debt underlying any Encumbrance, including those Encumbrances which are set forth on Schedule 1.7(a)(vi), (other than a Permitted Encumbrances) on any Purchased Asset (each, a “Payoff Letter”), pursuant to which letters such holders shall agree that upon payment of the amount specified in such Payoff Letter (A) all outstanding obligations of Seller or Seller Parent arising under or related to the extent not previously deliveredapplicable Debt shall be repaid, discharged and extinguished in full; and (B) all Encumbrances (other than Permitted Encumbrances) in favor of such holder in connection therewith shall be released, including by filing termination statements with respect to all UCC financing statements; (vii) copies of all Consents and Approvals obtained by the Seller Parties as of the Closing Date in connection with consummation of the transactions contemplated hereby; (viii) the certificate required to be delivered by Seller pursuant to Section 7.1; (ix) a certificate, from the secretary of each of Seller Parent and Seller, dated as of the Closing Date, certifying as to the resolutions adopted by the board of directors and stockholders or members of Seller Parent or Seller, as applicable, authorizing the execution and delivery of Agreement and completion of the transactions contemplated hereby, and the incumbency of certain officers of Seller Parent and Seller, as applicable; (x) a certificate in a form reasonably acceptable to ▇▇▇▇▇ from the chief information security officer of Seller or Seller Parent, dated as of the Closing Date, certifying to the satisfaction of the condition contained in Section 7.4; and (xi) a duly executed IRS Form W-9 from each of the Seller Parties; (b) Buyer shall: (i) pay and deliver to the Seller Parent and Seller, in accordance with the Seller Allocation, an aggregate amount equal to the Subscription Price difference between (A) the Purchase Price, minus (B) $23,750,000 (the “Escrow Deposit”), by wire transfer of immediately available funds to a bank account (or bank accounts) designated in U.S. dollars writing by Seller at least two (2) Business Days prior to the bank account of the Company set forth in SCHEDULE 2; andClosing; (ii) pay and deliver to the Shareholders Escrow Agent the Escrow Deposit, by wire transfer of immediately available funds to an account or accounts designated in writing by the Escrow Agent at least two (2) Business Days prior to the Closing, to be held, released or disposed of by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement; (iii) deliver to Seller the Assignment Agreement, duly executed by Orchid Asia.▇▇▇▇▇; (biv) deliver to Seller the Company shall IP Agreement, duly executed by ▇▇▇▇▇; (v) deliver or cause to Seller and the Escrow Agent the Escrow Agreement, duly executed by ▇▇▇▇▇; (vi) deliver to Seller the certificate required to be delivered by Buyer pursuant to Orchid Asia:Section 8.1; and (ivii) a copy deliver to Seller copies of the register resolutions adopted by the board of members directors of the CompanyBuyer, dated certified as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion Secretary of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to approving the Company, addressed to Orchid Asia execution and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy deliver of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy performance of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyits obligations hereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , the Seller shall deliver or cause to be delivered to the CompanyBuyer the following: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSeller; (ii) a copy ▇▇▇▇ of a share certificate sale in form and substance satisfactory to the Buyer (the “▇▇▇▇ of Sale”) duly executed by the Seller, transferring the tangible personal property included in the name of Orchid Asia, dated as of Purchased Assets to the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel assignment and assumption agreement in form and substance satisfactory to the CompanyBuyer (the “Assignment and Assumption Agreement”) duly executed by the Seller, addressed effecting the assignment to Orchid Asia and dated as assumption by the Buyer of the Closing Date, in Purchased Assets and the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumed Liabilities; (iv) an assignment in form and substance satisfactory to the Buyer and duly executed by the Seller, transferring all of the Seller’s right, title and interest in and to the Intellectual Property Assets to the Buyer (the “Intellectual Property Assignments”); (v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to the Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the Seller; (vi) with respect to the Seller Debt, payoff letters and evidence of the termination of all Encumbrances on the Purchased Assets other than Permitted Encumbrances, in form and substance satisfactory to the Buyer. (vii) a copy legal opinion of the Parent’s Puerto Rico counsel, in form and substance satisfactory to the Buyer, with respect to (a) the existence of the Parent under Puerto Rico Law, (b) the authority and authorization of the Seller to execute and deliver this Agreement and the other agreements and documents contemplated hereunder and to consummate the transactions contemplated hereunder, and (c) the due and valid execution of this Agreement. (viii) the applicable Registration Rights Agreement duly executed by the Seller; (ix) the LLC Agreement duly executed by the Seller and each other party thereto other than the Buyer and VOXX; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Secretary or Assistant Secretary of the Seller required by Section 7.02(j); (xiii) the 2014 Audited Financial Statements; provided, however, that the Seller shall not be required to make such delivery in the event that the Buyer fails to pay all costs and expenses in connection with the preparation of the 2014 Audited Financial Statements in accordance with Section 6.21; (xiv) all executed Restructuring consents of third parties required for the Seller to enter into this Agreement and the transactions contemplated by this Agreement, the LLC Agreement and the other Transaction Documents attached as EXHIBIT E (the “Required Consents”), including but not limited to the Restructuring Agreement requisite consents of the Seller’s equity holders and debt holders (the VIE Agreements“Seller Equity and Debt Holder Consents”); and (xv) such other customary instruments of transfer, assumption, filings or documents, in form and each Restructuring Document substance reasonably satisfactory to the Buyer, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer shall have been entered into deliver to the Seller the following: (i) the Purchase Price in accordance with Section 5.62.05; (ii) the Escrow Agreement duly executed by the Buyer; (iii) the Assignment and Assumption Agreement duly executed by the Buyer; (iv) the Assignment of Indebtedness duly executed by the Buyer; (v) a copy with respect to each Lease, an Assignment and Assumption of the Shareholders Agreement, Lease duly executed by the Company Buyer; (vi) the Loan Agreement duly executed by VOXX and the other parties thereto Buyer; (other than Orchid Asia)vii) the Registration Rights Agreements duly executed by VOXX and/or the Buyer, as applicable; (viii) the LLC Agreement duly executed by VOXX and the Buyer; (ix) the Buyer Closing Certificate; and (vix) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of the Board and Buyer required in accordance with Section 7.03(h). (c) At the shareholders of Closing, the Company, duly certified by any authorized signatory of Buyer shall deliver the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Escrow Amount to the Closing and, in Escrow Agent pursuant to the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit K hereto (the “▇▇▇▇ of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of Tangible Personal Property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit L hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) with respect to ML&P Plant 2/ML&P Plant 2A, a special warranty deed in the form of Exhibit M hereto (with an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel accompanying agreement to the Company, addressed to Orchid Asia be entered into by Buyer and dated Seller effective as of the Closing Date, in the form to set forth in EXHIBIT C heretothe terms upon which Seller may access the Plant 2A Mural following the Closing on mutually acceptable terms and conditions), and an opinion with respect to each other parcel of Beijing Dentons Law OfficesOwned Real Property, LLPa quitclaim deed in form of Exhibit N hereto (each, as PRC counsel to the Company, addressed to Orchid Asia a “Deed”) and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoduly executed and acknowledged by Seller; (iv) a copy with respect to each Lease, an Assignment and Assumption of this AgreementLease in form and substance reasonably satisfactory to Buyer (each, with all an “Assignment and Assumption of Lease”) and duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6acknowledged by Seller; (v) with respect to the Other Real Property Interests (other than any easements appurtenant to any Owned Real Property), one or more assignments in form and substance reasonably satisfactory to Buyer (each, a copy of “Real Property Interest Assignment”) and duly executed and acknowledged by Seller; (vi) the Shareholders Agreement, BRU Transfer Documents duly executed by Seller; (vii) the Company Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates of the Clerk of Seller required by Section 7.02(j) and Section 7.02(k); (x) such other customary instruments of assignment, transfer, assumption, conveyance, filings or documents (including transfer of vehicle titles), in form and substance reasonably satisfactory to Buyer and Seller, as may be required to give effect to this Agreement; and (xi) such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the other parties thereto Closing pursuant to this Agreement or the Ancillary Documents. (other than Orchid Asiab) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price paid in the manner set forth in Section 2.07; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the BRU Transfer Documents duly executed by Buyer; (v) the Buyer Closing Certificate; (vi) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(g) and Section 7.03(h); and (vivii) copies of the duly adopted resolutions of the Board such other agreements, documents, instruments and the shareholders of the Company, duly certified writings as are required to be delivered by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately Buyer at or prior to the Closing andpursuant to this Agreement of the Ancillary Documents. (c) The parties hereto anticipate that all of the conditions set forth in ARTICLE VII other than the funding described in this Section 3.02(c) shall be satisfied on a date that is mutually agreed by the parties hereto (the “Documentation Closing Date”). On the Documentation Closing Date, the parties hereto shall have delivered all documentation required by ARTICLE VII to be delivered at or prior to the Closing, to be held in escrow until the delivery of the Upfront Payment to Seller on a date that is no sooner than twenty (20) days following the Documentation Closing Date (such date, the “Financial Closing Date”). On the Financial Closing Date, a portion of the Upfront Payment together with any other funds of Seller to the extent necessary shall be deposited into the applicable bond fund under the Trust Agreements and other documents related to the Closing Debt in accordance with the provisions related to the disposition of the system and defeasance/redemption provisions of the Trust Agreements and other documents pursuant to which such Closing Debt was issued in an amount that shall be sufficient to pay and redeem the Closing Debt (“Bond Release Consideration”). The sufficiency of such deposit of monies and the amount of the Bond Release Consideration shall be verified by an independent certified public accountant, acting as an expert and not an arbitrator, that is acceptable to Buyer and Seller. Seller shall cause irrevocable instructions to be given on or prior to the Financial Closing Date to the trustees under and in accordance with the Trust Agreements, and there shall be delivered to Buyer and Seller on or prior to the Closing Date opinions of bond counsel to Seller, in a form satisfactory to Buyer and Seller, to the case effect that the pledge of the resolutions pledged revenues, and all covenants, agreements and obligations of Seller to the holders of the shareholders Closing Debt, and all liens, benefits or security under the Closing Debt, have thereupon ceased, terminated and become void, discharged and satisfied upon deposit of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights Bond Release Consideration at the Financial Closing Date as aforesaid and any other similar rights that the shareholders may actions contemplated by this Agreement will not have in respect an adverse effect on the tax-exempt status of the issuance Closing Debt. Any Bond Release Consideration and interest earned thereon not used to repay or defease Closing Debt shall be paid over to Seller. For the avoidance of doubt, except as set forth in this Section 3.02(c), the Series B+ Preferred Shares contemplated herebyFinancial Closing Date shall be the Closing Date under this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) the Escrow Agreement duly executed by Seller; (ii) a b▇▇▇ of sale in the form of Exhibit B hereto (the “B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in the form of Exhibit D hereto (the “Trademark Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredAssigned Trademarks to Buyer; (v) the Co-Pack Agreement in the form of Exhibit E hereto (the “Co-Pack Agreement”) and duly executed by Seller; (vi) a consulting agreement in the form of Exhibit F (the “Consulting Agreements”) and duly executed by each of R▇▇▇▇ ▇. ▇▇▇▇▇▇, an amount equal M▇▇▇ ▇. ▇▇▇▇▇▇ and T▇▇▇▇ ▇. Schulis; (vii) the Seller Closing Certificate; (viii) evidence reasonably satisfactory to Buyer of the Subscription Seller’s receipt of the Requisite Shareholder Vote; and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price less the Escrow Amount by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to Buyer; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iv) the Co-Pack Agreement duly executed by Buyer; (v) the Consulting Agreements duly executed by Buyer; (vi) the Buyer Closing Certificate; (vii) a resale certificate valid for Florida sales Tax purposes for the Inventory; and (viii) the Trademark Assignment duly executed by Buyer. (c) At the Closing, Buyer shall deliver to the bank account Escrow Agent: (i) the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Company set forth in SCHEDULE 2Escrow Agent; and (ii) the Shareholders Escrow Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in form and substance satisfactory to Buyer, duly executed by Seller, transferring the register Purchased Assets (other than the CETS Assets) to CEL (the “CEL ▇▇▇▇ of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSale”); (ii) a copy ▇▇▇▇ of a share certificate sale in the name of Orchid Asiaform and substance satisfactory to Buyer, dated as of the Closing Date and to be duly executed on behalf by Seller, transferring the CETS Purchased Assets to CETS (the “CETS ▇▇▇▇ of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesSale”); (iii) an opinion assignment for each of the Purchased Assets which are intangible assets (“Intangible Asset Assignment”); (iv) executed consents for any Assigned Contracts for which a consent is required by the terms of such Assigned Contract, including without limitation those set forth on Section 3.02 of the Disclosure schedule (the “Contract Consents”); (v) an assignment and assumption agreement in form and substance satisfactory to Buyer, duly executed by the Seller, effecting the assignment to and assumption by CEL of the Assigned Contracts (other than the CETS Contracts), the Assigned Permits (other than the CETS Permits), to the extent such permits are assignable, and the CEL Assumed Liabilities (the “CEL Assignment and Assumption Agreement”); (vi) an assignment and assumption agreement in form and substance satisfactory to Buyer, duly executed by the Seller, effecting the assignment to and assumption by CETS of the CETS Contracts, CETS Permits to the extent such permits are assignable, and the CETS Assumed Liabilities (the “CETS Assignment and Assumption Agreement”); (vii) Seller’s affidavit that it owes no taxes in any jurisdiction in which it is obligated to file tax returns or reports or pay taxes, and that there is no obligation of Seller that could serve to cause an Encumbrance or an attachment to the Purchased Assets. (viii) a certificate of the Secretary (or equivalent officer) of each Seller certifying as to (A) the resolutions of the board of directors of such entity, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of such entity authorized to sign this Agreement and the documents to be delivered hereunder; (ix) a non-competition and non-solicitation agreement in form and substance satisfactory to Buyer, executed by each of ▇▇▇▇▇▇ ▇. Sample, ▇▇▇▇▇▇ ▇. Sample, ▇▇▇▇▇▇▇ ▇. Sample, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ in favor of Buyer (collectively, the “Non-Competition Agreements”); (x) an employment agreement in form and substance satisfactory to Buyer, executed by each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the Company, addressed "Employment Agreements"); (xi) Payoff letters for any secured creditors and/or other reasonable documentation detailing indebtedness of Seller for purposes of identifying the obligations of Seller to Orchid Asia and dated as be extinguished from proceeds of the Closing Date, in the form sale as set forth in EXHIBIT C heretoSection 1.04; (xii) all certificates of title relating to any of the Purchased Assets, duly endorsed for transfer as necessary to vest title in the appropriate Buyer; (xiii) all Required Consents, in form and an opinion substance satisfactory to Buyer; (xiv) such other customary instruments of Beijing Dentons Law Officestransfer, LLPassumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as PRC counsel may be required to give effect to this Agreement. (b) At the CompanyClosing, addressed Buyer shall deliver to Orchid Asia Seller the following: (i) The payments referenced in Section 1.04(b); (ii) the CEL Assignment and dated as of Assumption Agreement and CETS Assignment and Assumption Agreement duly executed by Buyer; (iii) the Closing Date, in the form set forth in EXHIBIT D heretoEmployment Agreements duly executed by Buyer; (iv) a copy of this Agreement, with all the Non-Competition Agreements duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy the Assignments and Assumptions of the Shareholders Agreement, Leases duly executed by the Company and the other parties thereto (other than Orchid Asia); andBuyer; (vi) copies a certificate of the duly adopted Secretary (or equivalent officer) of each Buyer certifying as to (A) the resolutions of the Board and the shareholders managers of the Companysuch entity, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions managers or officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) an employment agreement in form and substance satisfactory to Buyer (the extent not previously delivered"Employment Agreement"), an amount equal pursuant to the Subscription Price by wire transfer which Shareholder shall, among other things, agree to a three (3) year term of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreementemployment with Buyer, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaShareholder; (ii) a copy b▇▇▇ of a share certificate sale in form and substance satisfactory to Buyer (the name "B▇▇▇ of Orchid Asia, dated as of the Closing Date Sale") and to be duly executed on behalf of by Seller, transferring the Company, evidencing Orchid Asia’s ownership of the Subscription SharesPurchased Assets to Buyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇assignment and assumption agreement in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, as Cayman Islands counsel effecting the assignment to the Company, addressed to Orchid Asia and dated as assumption by Buyer of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoPurchased Assets; (iv) a copy assignments in form and substance satisfactory to Buyer (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of this AgreementSeller's right, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited title and interest in and to the Restructuring Agreement trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Purchased IP (as defined herein) to Buyer; (v) a copy copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Shareholders Disclosure Schedules; (vi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (vii) [tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Seller in those jurisdictions;]1 (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price; (ii) the Employment Agreement, duly executed by Buyer; (iii) the Company Assignment and Assumption Agreement duly executed by Buyer; (iv) copies of all consents and authorizations referred to in Section 4.02 of the other parties thereto (other than Orchid Asia)Disclosure Schedules; and (viv) copies a certificate of the duly adopted Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring to Buyer the tangible personal property included in the Product Rights; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assigned Contracts; (iii) a technology assignment agreement in the form of Exhibit C hereto (the “Technology Assignment Agreement”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the HPN-100 Technology to Buyer; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; and (vi) a copy of Seller’s FDA Transfer of Ownership Letter, executed by Seller. (b) At the register of members of Closing, Buyer shall deliver to Seller the Company, dated as of following: (i) the Closing Date Assignment and Assumption Agreement duly certified executed by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaBuyer; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and to be duly executed on behalf complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Companytransactions contemplated hereby and thereby, evidencing Orchid Asia’s ownership of and that all such resolutions are in full force and effect and are all the Subscription Sharesresolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as a certificate of the Closing Date, in Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the form set forth in EXHIBIT C hereto, names and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as signatures of the Closing Dateofficers of Buyer authorized to sign this Agreement, in the form set forth in EXHIBIT D hereto;Transaction Documents and the other documents to be delivered hereunder and thereunder; and (iv) a copy of this AgreementBuyer’s FDA Transfer of Ownership Letter, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyBuyer.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in form and substance satisfactory to Buyer (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring all Tangible Personal Property (as such term is defined in Section 1.01 of the register of members of Disclosure Schedules) comprising the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy an assignment and assumption agreement in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of a share certificate all Assigned Contracts (as such term is defined in the name of Orchid Asia, dated as Section 3.07 of the Closing Date Disclosure Schedules) comprising the Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignment in form and substance satisfactory to Buyer (the "Intellectual Property Assignment") and duly executed by Seller, transferring all of ▇▇▇▇▇▇▇ Seller's right, title and interest in and to the unregistered trademarks, trademark registrations and applications, unregistered patents, patents and patent applications, unregistered copyrights, copyright registrations and applications included in the Purchased Assets to Buyer; (iv) a domain name transfer agreement in form and substance satisfactory to Buyer (the "Domain Name Transfer Agreement") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the domain name registrations and social media pages included in the Purchased Assets to Buyer; (v) an employment agreement between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Buyer in form and substance satisfactory to Buyer (the "Employment Agreement") and duly executed by Seller; (vi) evidence of the payment in full or other satisfaction by Seller of all short and long term debt owed by Seller which is not included in the Assumed Liabilities, and of all other debt of Seller arising outside the ordinary course of business consistent with past practice that remains unpaid, including such debt incurred since the delivery to Buyer of the most recent balance sheet of the Seller's business delivered to Buyer (the "Balance Sheet"); (vii) a certificate of an officer of Seller certifying as to (A) the resolutions of the sole shareholder of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder and in connection herewith; and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as Cayman Islands counsel may be required to give effect to this Agreement. (b) At the CompanyClosing, addressed Buyer shall deliver to Orchid Asia Seller the following: (i) the Purchase Price; (ii) the Assignment and dated as of Assumption Agreement duly executed by Buyer; (iii) the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoIntellectual Property Assignment duly executed by Buyer; (iv) a copy of this Agreement, with all the Domain Name Transfer Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Agreement, Employment Agreement duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (vi) copies a certificate of the duly adopted Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights documents to be delivered hereunder and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyconnection herewith.

Closing Deliverables. At the Closing, (a) Orchid Asia shall deliver On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will deliver, or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid AsiaBuyer: (i) a copy general ▇▇▇▇ of sale and a ▇▇▇▇ of sale specific to titled motor vehicles and equipment, each in the register form attached as Exhibit A (the “Bills of members of the CompanySale”), dated as of the Closing Date and duly certified executed by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSeller; (ii) a copy of a share certificate an assignment and assumption agreement in the name of Orchid Asiaform attached as Exhibit B-1 (the “Assignment and Assumption Agreement”), dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Sharesby Seller; (iii) an opinion of assignment and assumption agreement in the form attached as Exhibit B-2 (the “WFS/North ▇▇▇▇▇ Assignment and Assumption Agreement”), duly executed by WFS and North ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreementdeeds for the Owned Real Property in the forms attached hereto as Exhibit C (the “Deeds”) and any related required Transfer Tax forms, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Seller; (v) a copy transition services agreement in the form attached as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (vi) a patent and know-how license agreement in the form attached as Exhibit E (the “Patent and Know-How License Agreement”), duly executed by Seller; (vii) duly executed affidavits of non-foreign status that reasonably comply with Section 1445 of the Shareholders Code and the Treasury Regulations thereunder (the “FIRPTA Certificates”); (viii) an assignment and assumption agreement in the form attached hereto as Exhibit F with respect to the Thorsby Property Leases (the “Thorsby Assignment and Assumption Agreement”), duly executed by Seller; (ix) a patent assignment agreement in the form attached hereto as Exhibit G (the “Patent Assignment Agreement”), duly executed by Seller; (x) a trademark assignment agreement in the form attached hereto as Exhibit H (the “Trademark Assignment Agreement”), duly executed by Seller; (xi) a domain name assignment agreement in the form attached hereto as Exhibit I (the “Wood Products Domain Name Assignment Agreement”), duly executed by Wood Products; (xii) a domain name assignment agreement in the form attached hereto as Exhibit J (the “Seller Parent Domain Name Assignment Agreement”), duly executed by Seller Parent; (xiii) a license agreement with respect to certain Seller Marks in the form attached as Exhibit K (the “Seller ▇▇▇▇ License Agreement”), duly executed by Seller; (xiv) evidence of release of all Liens (other than Permitted Liens) and other Credit Support Obligations on the Purchased Assets in form and substance reasonably satisfactory to Buyer; (xv) a survey affidavit in the form attached as Exhibit L (the “Survey Affidavit”), duly executed by Seller; with respect to the Survey set forth in clause (b) of the defined term “Surveys”; and (xvi) a certificate dated the Closing Date and duly executed by an authorized officer of Seller to the effect that each of the conditions set forth in Sections 6.2(a) and 6.2(b) is satisfied in all respects. (b) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will deliver to Seller: (i) the Initial Purchase Price; (ii) the Bills of Sale, duly executed by Buyer; (iii) the Assignment and Assumption Agreement, duly executed by Buyer; (iv) the Company WFS/North ▇▇▇▇▇ Assignment and Assumption Agreement, duly executed by Buyer; (v) the other parties thereto Deeds, duly executed by Buyer; (other than Orchid Asia)vi) the Transition Services Agreement, duly executed by Buyer; (vii) the Patent and Know-How License Agreement, duly executed by Buyer; (viii) the Thorsby Assignment and Assumption Agreement, duly executed by Buyer; (ix) the Trademark Assignment Agreement, duly executed by Buyer; (x) the Wood Products Domain Name Assignment Agreement, duly executed by Buyer; (xi) the Seller Parent Domain Name Assignment Agreement, duly executed by Buyer; (xii) the Seller ▇▇▇▇ License Agreement, duly executed by Buyer; (xiii) completed resale certificates for each state in which the Purchased Assets are located; and (vixiv) copies a certificate dated the Closing Date and duly executed by an authorized officer of Buyer to the effect that each of the duly adopted resolutions of the Board conditions set forth in Sections 6.3(a) and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, 6.3(b) is satisfied in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyall respects.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) the Indemnification Escrow Agreement duly executed by Seller; (ii) a b▇▇▇ of sale in the form of Exhibit A hereto (the “B▇▇▇ of Sale”) duly executed by Seller transferring the Tangible Personal Property to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and by Buyer of the Assumed Liabilities; (iv) an assignment in the form of Exhibit C hereto (the “Intellectual Property Assignments”) duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer, and such additional form(s) of assignment for the Intellectual Property Assets as may be reasonably required by the appropriate Governmental Authority (including the United States Patent and Trademark Office) for recordation of the Intellectual Property Assignments as required to fully vest all rights in the Intellectual Property Assets transferred to Buyer in Buyer; (v) assignments in the form of Exhibit D hereto (the “Rights Assignments”) duly executed by the Key Employees transferring to Buyer all of their right, title and interest in and to any Intellectual Property or Software related to Seller’s business that they may own or license personally; (vi) with respect to each Lease, an amount equal Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly executed by Seller; (vii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), a lock-up agreement in the form of Exhibit E hereto (the “Lock-Up Agreement”), duly executed by Seller; (viii) the Seller Closing Certificate; (ix) the certificates of Seller required by Section 7.02(i) and Section 7.02(j); (x) executed Employment Agreements with the Key Employees in the form attached hereto as Exhibit F (the “Employment Agreements”); (xi) payoff letters, in forms reasonably satisfactory to Buyer, with respect to the Subscription Price payoff amounts as of the Closing Date for all Secured Indebtedness of Seller, and releases of any Encumbrances granted in connection with the Secured Indebtedness, indicating that upon payment of a specified amount (subject to per diem increase, if applicable), the holder shall release its Encumbrances and other security interests in, and agree to execute or authorize the execution of any Personal Property Security Act Financing Statements to release of record its Encumbrances and other security interest in, the Purchased Assets; (xii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), an Investment representation letter in substantially the form attached hereto as Exhibit G (the “Investment Representation Letter”) duly executed by Seller; (xiii) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), the Registration Rights Agreement duly executed by Seller; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Cash Consideration (as adjusted by the Excess Amount or the Shortfall Amount, if applicable, pursuant to Section 2.06(a)(ii) less the Indemnification Escrow Fund, by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to Buyer; (ii) the Additional Cash Consideration by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer, or the Stock Consideration, as applicable; (iii) the Indemnification Escrow Agreement duly executed by Escrow Agent and Buyer; (iv) the Assignment and Assumption Agreement duly executed by Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (vi) the Buyer Closing Certificate; (vii) the Employment Agreements duly executed by Buyer; (viii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g); (ix) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), the Investment Representation Letter duly executed by Parent; (x) if Buyer elects to pay the Stock Consideration pursuant to Section 2.05(a)(ii), the Registration Rights Agreement duly executed by Parent; (xi) all elections in respect of Taxes contemplated under Section 6.06 and Section 6.16 of this Agreement; and (xii) an amount equal to all Taxes to be paid by Buyer to Seller under Section 6.10, if any. (c) At the Closing, Buyer shall deliver to the bank account of Escrow Agent: (i) the Company set forth in SCHEDULE 2Indemnification Escrow Agreement; and (ii) the Shareholders Agreement, duly executed by Orchid AsiaIndemnification Escrow Fund. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in the form set forth in Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller; (ii) an assignment and assumption agreement in the form set forth in Exhibit D (the “Assignment and Assumption Agreement”), duly executed by Seller; (iii) an intellectual property assignment agreement in the form set forth in Exhibit E (the “Intellectual Property Assignment Agreement”), duly executed by Seller; (iv) a patent assignment agreement in the form set forth in Exhibit F (the “Patent Assignment Agreement”), duly executed by Seller; (v) a trademark assignment agreement in the form set forth in Exhibit G (the “Trademark Assignment Agreement”), duly executed by Seller; (vi) with respect to the extent Employment Agreements, written confirmation by Seller that, to the Knowledge of Seller, none of the individuals who is a party to an Employment Agreements has stated orally or in writing that such individual does not previously deliveredintend to perform his or her respective duties and responsibilities under the Employment Agreements; (vii) evidence that all of the Closing Consents, or waivers in lieu thereof, have been obtained and such Closing Consents (or waivers in lieu thereof) shall (A) not be subject to the satisfaction of any condition that has not been satisfied or waived, (B) be in form and substance reasonably satisfactory to Buyer and (C) be in full force and effect; (viii) with respect to each Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit H (each, an “Assignment and Assumption of Lease”), duly executed by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (ix) the Seller Closing Certificate; (x) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(g). (xi) the FIRPTA Certificate; (xii) evidence, in each case in form satisfactory to Buyer in its sole discretion, of termination in full of the 229 Andover Lien and all other Encumbrances relating to the Purchased Assets; (xiii) copies of executed amendments to the Charter Documents of Seller (in form and substance reasonably satisfactory to Buyer), which shall be filed by Seller in the relevant jurisdictions promptly following the Closing to effectuate the change of Seller’s name as set forth in Section 6.11; (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (xv) the Lease Amendment, duly executed by Seller and Landlord. (b) At the Closing, Buyer shall deliver to Seller the following: (i) an amount equal to the Subscription difference between (A) the Purchase Price minus (B) the aggregate Agreed Obligations, by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to the bank account of the Company set forth in SCHEDULE 2; andBuyer; (ii) the Shareholders Assignment and Assumption Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇the Intellectual Property Assignment Agreement, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoduly executed by Buyer; (iv) a copy of this the Patent Assignment Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Trademark Assignment Agreement, duly executed by Buyer; (vi) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer and, if necessary, Buyer’s signature shall be witnessed and/or notarized; (vii) the Company and the other parties thereto (other than Orchid Asia)Buyer Closing Certificate; and (viviii) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of Buyer required by Section 7.03(e). (c) At the Board and the shareholders of the CompanyClosing, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Buyer shall deliver to the Closing andLandlord an amount equal to the aggregate Agreed Obligations, in by wire transfer of immediately available funds to an account designated by the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyLandlord to Buyer.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) an assignment and assumption agreement in form and substance satisfactory to Buyer (the extent not previously delivered“Assignment and Assumption Agreement”) and duly executed by Seller, an amount equal effecting the assignment to and assumption by Buyer of the Subscription Price Purchased Assets, in substantially the form attached hereto as Exhibit A; (ii) copies of all consents, approvals, waivers and authorizations referred to in Section of the Disclosure Schedules; (iii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Members of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of [*****] certifying as to (A) the resolutions of the Board of Directors of [*****] , duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the transactions contemplated hereby and the Intellectual Property Assignment And Transfer Agreement between [*****] and Seller, dated March ___, 2025, (the “[*****] IP Transfer Agreement”) a copy of which is attached hereto as Exhibit B; (B) the names and signatures of the officers of [*****] authorized to sign this Agreement and the documents to be delivered hereunder; and (v) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Closing Payment, by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to Buyer no later than five (5) days prior to the bank account of the Company set forth in SCHEDULE 2; andClosing Date; (ii) the Shareholders Agreement, Assignment and Assumption Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesB▇▇▇▇; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as a certificate of the Closing Date, in Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as resolutions of the Closing Dateboard of directors of Buyer, duly adopted and in effect, which authorize the form set forth in EXHIBIT D heretoexecution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder; (iv) a copy Purchase Order from buyer to [*****] for the same number and for the same price as the Purchase Order from Telus described in Section 1.05(a)(i)1 of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) the MSDLA, duly executed by Seller and Seller’s applicable Affiliates party thereto, if any; (ii) the Initial Trademark License Agreements, duly executed by Seller (or Seller’s applicable Affiliates); (iii) the Initial Supply and Distribution Agreements, duly executed by Seller (or Seller’s applicable Affiliates); (iv) a ▇▇▇▇ of sale in the form of Exhibit B hereto (the ▇▇▇▇ of Sale), duly executed by Seller (or Seller’s applicable Affiliates), transferring the Tangible Personal Property to Buyer (or Buyer’s applicable Affiliates); (v) an assignment and assumption agreement in the extent not previously deliveredform of Exhibit C hereto (the Assignment and Assumption Agreement), duly executed by Seller (or Seller’s applicable Affiliates), effecting the assignment to and assumption by Buyer (or Buyer’s applicable Affiliates) of the Purchased Assets and the Assumed Liabilities; (vi) with respect to each Lease, an amount equal Assignment and Assumption of Lease substantially in the form of Exhibit D (each, an Assignment and Assumption of Lease), duly executed by Seller (or Seller’s applicable Affiliate); (vii) the Transition Services Agreement, duly executed by Seller (or Seller’s applicable Affiliate); (viii) the Seller Closing Certificate; (ix) if applicable, the Foreign Implementing Agreements, duly executed by Seller (or Seller’s applicable Affiliates); and (x) a certificate of non-foreign status duly executed by Seller substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B). (b) At the Closing, Buyer shall deliver to Seller the Subscription Price following: (i) pursuant to Section 2.05(b) and Section 2.09, the Estimated Purchase Price; (ii) pursuant to Section 2.01 of the MSDLA, the Effective Date Payment (as defined therein) by wire transfer of immediately available funds in U.S. dollars to the bank account of account(s) designated by Seller to Buyer no later than five Business Days prior to the Company set forth in SCHEDULE 2; andClosing Date; (iiiii) the Shareholders MSDLA, duly executed by Buyer and Buyer’s applicable Affiliates party thereto, if any; (iv) the Initial Trademark License Agreements, duly executed by Buyer (or Buyer’s applicable Affiliates); (v) the Initial Supply and Distribution Agreements, duly executed by Buyer (or Buyer’s applicable Affiliates); (vi) the ▇▇▇▇ of Sale, duly executed by Buyer (or Buyer’s applicable Affiliates); (vii) the Assignment and Assumption Agreement, duly executed by Orchid Asia. Buyer (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaBuyer’s applicable Affiliates); (iiviii) a copy with respect to each Lease, an Assignment and Assumption of a share certificate in the name of Orchid AsiaLease, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asiaby Buyer (or Buyer’s ownership of the Subscription Sharesapplicable Affiliate); (iiiix) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Transition Services Agreement, duly executed by Buyer (or its applicable Affiliates); (x) the Company and the other parties thereto (other than Orchid Asia)Buyer Closing Certificate; and (vixi) copies of if applicable, the duly adopted resolutions of the Board and the shareholders of the CompanyForeign Implementing Agreements, duly certified executed by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyBuyer (or Buyer’s applicable Affiliates).

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver (or cause to be delivered delivered) to Buyer the Companyfollowing: (i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 8.02(a), (b) and (d); (ii) a counterpart to the extent not previously ▇▇▇▇ of sale in the form of Exhibit B hereto (the “▇▇▇▇ of Sale”), duly executed by Seller and/or its applicable Subsidiaries; (iii) a counterpart to the assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Seller and/or its applicable Subsidiaries; (iv) a non-foreign person affidavit from Seller and/or its applicable Subsidiaries dated as of the Closing Date as required by, and satisfying the requirements of, Section 1445 of the Code; (v) counterparts to all assignments or documents of transfer to effect the assignment of all patents, copyrights, trademarks and internet domain names, and related registrations and applications, comprising Intellectual Property Assets, duly executed by Seller and/or its applicable Subsidiaries, in the forms attached hereto as Exhibit D or the forms that are prepared by Buyer and required for recordation with Governmental Authorities to effect or evidence the assignment of such Intellectual Property Assets to Buyer; (vi) a counterpart to the escrow agreement in the form of Exhibit F hereto (the “Escrow Agreement”), duly executed by Seller and the Escrow Agent; (vii) a duly executed pay-off letter from ▇▇▇▇▇▇▇▇, in a form reasonably satisfactory to Buyer, certifying that all indebtedness under the Term Loan Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Term Loan Agreement upon the Purchased Assets have been released; (viii) a duly executed pay-off letter from CIT, in a form reasonably satisfactory to Buyer, certifying that all indebtedness under the Revolving Credit Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Revolving Credit Agreement upon the Purchased Assets have been released; and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver (or cause to be delivered, ) to Seller or its applicable Subsidiary the following: (i) an amount in cash equal to the Subscription Purchase Price (subject to any withholding rights under Section 2.10), payable by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asiaaccordance with Section 2.05; (ii) a copy certificate signed by an authorized officer of a share certificate in the name of Orchid AsiaBuyer, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in confirming the form matters set forth in EXHIBIT C hereto, Sections 8.03(a) and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel (b); (iii) a counterpart to the Company, addressed to Orchid Asia and dated as ▇▇▇▇ of the Closing Date, in the form set forth in EXHIBIT D heretoSale duly executed by Buyer; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited counterpart to the Restructuring Assignment and Assumption Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6duly executed by Buyer; (v) a copy of counterpart to the Shareholders Agreement, Escrow Agreement duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (vi) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Buyer and Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause caused to be delivered to Buyer the Companyfollowing: (i) bills of sale in form and substance reasonably satisfactory to Buyer (each, a “▇▇▇▇ of Sale”) and duly executed by each Seller, transferring the applicable Tangible Personal Property included in the Purchased Assets to Buyer; (ii) assignment and assumption agreements in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption Agreement”) and duly executed by each Seller, effecting the assignment to and assumption by Buyer of the applicable Purchased Assets and the applicable Assumed Liabilities; (iii) assignments in form and substance reasonably satisfactory to Buyer (each, an “Intellectual Property Assignment”) and duly executed by each Seller, transferring the applicable Seller’s right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer; (iv) the Non-Compete Agreements; (v) with respect to each Lease being assumed, an amount equal Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the appropriate Seller; (vi) each Seller Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(i) and Section 7.02(j); (viii) a joinder to the Subscription Price Stockholders’ Agreement duly executed by UGC in substantially the form set forth in Exhibit A; (ix) the Stock Repurchase Agreement duly executed by UGC in substantially the form set forth in Exhibit B; (x) the FIRPTA Certificates; (xi) the Contract Dispute Escrow Agreement duly executed by Sellers; (xii) the Uncommon License duly executed by Sellers; and (xiii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to UGC the following: (i) the Cash Consideration, less the Contract Dispute Escrow Amount, by wire transfer of immediately available funds to an account designated in U.S. dollars writing by UGC to Buyer and the bank account of the Company set forth in SCHEDULE 2; andStock Consideration; (ii) the Shareholders Agreement, Assignment and Assumption Agreements duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoIntellectual Property Assignment duly executed by Buyer; (iv) a copy with respect to each Lease, an Assignment and Assumption of this Agreement, with all Lease duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy the Buyer Closing Certificate; (vi) the certificates of the Shareholders Agreement, Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g); (vii) the Contract Dispute Escrow Agreement duly executed by Buyer; (viii) the Company and the other parties thereto (other than Orchid Asia)Stock Repurchase Agreement duly executed by Buyer; and (viix) copies the Uncommon License duly executed by Buyer. (c) At the Closing, Buyer shall deliver to Contract Dispute Escrow Agent the Contract Dispute Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Contract Dispute Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the duly adopted resolutions Contract Dispute Escrow Agent to be held for the purpose of resolving the Board potential disputes under the Apex Agreement and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyInvestCloud Agreement.

Closing Deliverables. At the Closing,, the following shall be delivered: (a) Orchid Asia Buyer shall deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid AsiaSeller: (i) a copy letter to the FDA, substantially in the form of Exhibit A attached hereto (the "Buyer FDA Letter"), executed by Buyer, accepting the transfer of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaProduct NDA to Buyer; (ii) a copy of a share certificate trademark assignment, substantially in the name form of Orchid AsiaExhibit B attached hereto (the "Trademark Assignment"), dated as executed by Buyer, effecting the assignment and transfer to Buyer of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssigned Trademarks; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇a domain name assignment, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, substantially in the form set forth in EXHIBIT of Exhibit C heretoattached hereto (the "Domain Assignment"), executed by Buyer, effecting the assignment and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel transfer to the Company, addressed to Orchid Asia and dated as Buyer of the Closing Date, in the form set forth in EXHIBIT D hereto;Assigned Domain Names; and (iv) the certificate required to be delivered by Buyer under Section 3.2(b) duly executed by an authorized officer of Buyer. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. (b) Seller shall deliver to Buyer: (i) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited letter to the Restructuring Agreement and FDA, substantially in the VIE Agreementsform of Exhibit E attached hereto (the "Seller FDA Letter"), and each Restructuring Document shall have been entered into in accordance with Section 5.6executed by Seller, informing FDA of the transfer of the Product NDA to Buyer; (vii) a A copy of the Shareholders Agreement, duly Trademark Assignment executed by Seller; (iii) A copy of the Company and the other parties thereto (other than Orchid Asia)Domain Name Assignment executed by Seller; and (viiv) copies the certificate required to be delivered by Seller under Section 3.2(c) duly executed by an authorized officer of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySeller.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a certification of Seller’s good standing issued by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the extent not previously deliveredClosing Date; (ii) a bill of sale, assignment and assumption agreement in the form of Exhibit B (the “Bill of Sale, Assignment and Assumption Agreement”), duly executed by Seller; (iii) a copy of each third party or Governmental Authority notice or consent set forth on Schedule 4.05; (iv) the Seller Closing Certificate; (v) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (vi) customary release and payoff letters, duly executed by or on behalf of the applicable lenders or other holders, in connection with the repayment by Seller of any Indebtedness with respect to the Business at the Closing, accompanied by a confirmation of automatic release of any liens (including UCC-3 termination statements for any financing statements encumbering the Purchased Assets) upon the payment of the amount set forth in such payoff letters, in each case, in form and substance reasonably acceptable to Buyer, each delivered to Buyer at least three (3) Business Days prior to the Closing; (vii) an IRS Form W-9 duly and properly executed by ▇▇▇▇▇▇; (viii) a counterpart to each of the Transition Services Agreement and the Escrow Agreement, each duly executed by Seller; (ix) instruments of assignment in respect of any registered, issued, or applied-for Intellectual Property being transferred as part of the Purchased Assets, executed by Seller in forms reasonably acceptable to Buyer; and (x) with respect to the Purchased Assets, such other instruments of sale, conveyance, transfer, assignment and assumption between Seller and Buyer (or its designated Affiliate), as necessary under the Law in order to transfer all right, title and interest of Seller in, to and under the Purchased Assets in accordance with the terms hereof and for Buyer to assume the Assumed Liabilities (collectively, the foregoing and the Bill of Sale, Assignment and Assumption Agreement, the “Transfer Documents”), duly executed by ▇▇▇▇▇▇. (b) At the Closing, Buyer shall deliver to Seller the following: (i) an amount equal to the Subscription Price in cash, by wire transfer of immediately available funds in U.S. dollars to the bank account of account(s) specified by Seller, equal to the Company set forth in SCHEDULE 2; and (ii) Base Purchase Price minus the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaEscrow Amount; (ii) a copy of a share certificate in the name of Orchid Asia, dated as counterpart to each of the Closing Date Bill of Sale, Assignment and to be duly executed on behalf of Assumption Agreement, the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C heretoEscrow Agreement, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Transition Services Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto Buyer (other than Orchid Asiaor its applicable Affiliate); and (viiii) copies the Buyer Closing Certificate. (c) At the Closing, Buyer shall also pay the Escrow Amount, by wire transfer of the duly adopted resolutions of the Board and the shareholders of the Companyimmediately available funds, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in account designated by the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agent.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , the Sellers shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy TESI, as representative of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSellers; (ii) a copy ▇▇▇▇ of a share certificate sale, assignment and assumption agreement substantially in the name form of Orchid Asia, dated as Exhibit D attached hereto (the “▇▇▇▇ of the Closing Date Sale”) and to be duly executed on behalf of by the CompanySellers, evidencing Orchid Asia’s ownership of transferring the Subscription Sharestangible and intangible personal property included in the Purchased Assets to Buyer; (iii) assignments substantially in the form of Exhibit E attached hereto (the “Intellectual Property Assignments”) and duly executed by the applicable Sellers, transferring all of the Sellers’ right, title and interest in and to registered trademarks and domain names to Buyer; (iv) with respect to each Lease, an opinion Assignment and Assumption of ▇▇Lease in the form to be mutually agreed upon by Buyer and Sellers (each, an “Assignment and Assumption of Lease”) and duly executed by the applicable Sellers; (v) an Employment Agreement between RLH and ▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”), to be effective immediately following the Closing, in a form mutually agreed upon by Buyer and ▇▇▇▇▇, duly executed by ▇▇▇▇▇ (the “▇▇▇▇▇ Employment Agreement”); (vi) an Employment Agreement between RLH and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”), to be effective immediately following the Closing, in a form mutually agreed upon by Buyer and ▇▇▇▇▇, duly executed by ▇▇▇▇▇ (the “▇▇▇▇▇ Employment Agreement” and together with the ▇▇▇▇▇ Employment Agreement, the “Employment Agreements”); (vii) a Voting Agreement among as Cayman Islands counsel applicable, TESI, Bloss, ▇▇▇▇▇ and other Seller Shareholders, and RLH, to be effective immediately following the CompanyClosing, addressed to Orchid Asia and dated as of the Closing Date, substantially in the form set forth in EXHIBIT C heretoof Exhibit F attached hereto (the “Voting Agreement”) and duly executed by, as applicable, TESI, Bloss, ▇▇▇▇▇ and other Seller Shareholders; (viii) a Lock-Up Agreement among as applicable, TESI, Bloss, ▇▇▇▇▇ and other Seller Shareholders, and an opinion of Beijing Dentons Law OfficesRLH, LLPto be effective immediately following the Closing, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, substantially in the form set forth of Exhibit G attached hereto (the “Lock-Up Agreement”) and duly executed by, as applicable, TESI, Bloss, ▇▇▇▇▇ and other Seller Shareholders; (ix) a Transition Services Agreement among certain Sellers or Affiliates thereof and RLH to be effective immediately following the Closing, in EXHIBIT D heretoa form mutually agreed upon by Buyer and Sellers (the “Transition Services Agreement”) and duly executed by such Sellers and Affiliates; (x) the Sellers’ Closing Certificate; (xi) the FIRPTA Certificates; (xii) the certificate of the Secretary or Assistant Secretary of each Seller required by Section 7.2(i); (xiii) the list required by Section 2.8(c); (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (xv) All records related to Seller Benefit Plans that Buyer deems necessary to fulfill Buyer obligations under Sections 6.5(a) and 6.5(d). (b) At the Closing, Buyer shall deliver to the Sellers the following: (i) the Closing Cash Consideration less the Escrow Amount and the Estimated Transaction Expenses; (ii) the Escrow Agreement duly executed by Buyer; (iii) stock certificates evidencing the Closing Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (iv) a copy the ▇▇▇▇ of this Agreement, with all Sale duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (vi) the Shareholders ▇▇▇▇▇ Employment Agreement, duly executed by RLH; (vii) the Company and ▇▇▇▇▇ Employment Agreement, duly executed by RLH; (viii) the other parties thereto Voting Agreement, duly executed by RLH; (other than Orchid Asia)ix) each Lock-Up Agreement, duly executed by RLH; (x) the Transition Services Agreement, duly executed by RLH (xi) the Buyer Closing Certificate; and (vixii) copies the certificate of the duly adopted resolutions Secretary or Assistant Secretary of Buyer required by Section 7.3(f). (c) At the Board Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Estimated Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Expenses to the Closing and, Persons and in the case of amounts set forth on the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySpreadsheet.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller Parent shall deliver or cause to be delivered Buyer Parent (and/or to such other Buyers as instructed by Buyer Parent prior to the CompanyClosing Date) the following: (i) to the extent not previously delivered, an amount equal to the Subscription Price Escrow Agreement duly executed by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andSeller Parent; (ii) the Shareholders AgreementLocal Agreements, and certificates and other instruments called for in such Local Agreements and duly executed by Orchid Asiathe applicable Sellers; (iii) the facility lease in the form reasonably agreed upon by the parties (the “Facility Lease”) and duly executed by Seller Parent; (iv) the transition services agreement in the form reasonably agreed upon by the parties (the “Transition Services Agreement”) and duly executed by Seller Parent; (v) the manufacturing agreement in the form reasonably agreed upon by the parties (the “Manufacturing Agreement”) and duly executed by Seller Parent; (vi) the license agreement in the form reasonably agreed upon by the parties (the “License Agreement”) and duly executed by Seller Parent; (vii) the Seller Parent Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates of the Secretary or Assistant Secretary of Seller Parent required by Section 7.02(i) and Section 7.02(j); and (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer Parent, as may be required to give effect to this Agreement. (b) At the Company Closing, Buyer Parent shall deliver or cause to be delivered Seller Parent (and/or to Orchid Asiasuch other Sellers as instructed by Seller Parent prior to the Closing Date) the following: (i) a copy of the register of members of Preliminary Closing Purchase Price less the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaEscrow Amount; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be Escrow Agreement duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Sharesby Buyer Parent or its designee; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C heretoLocal Agreements, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to certificates and other instruments called for in such Local Agreements duly executed by the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoapplicable Buyers; (iv) a copy of this Agreement, with all the Facility Lease duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer Parent or its designee; (v) a copy of the Shareholders Agreement, Transition Services Agreement duly executed by Buyer Parent or its designee; (vi) the Company and Manufacturing Agreement duly executed by Buyer Parent or its designee; (vii) the other parties thereto License Agreement duly executed by Buyer Parent or its designee; (other than Orchid Asia)viii) the Buyer Parent Closing Certificate; and (viix) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of Buyer Parent required by Section 7.03(g) and Section 7.03(h). (c) At the Board and Closing, Buyer Parent shall deliver the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Escrow Amount to the Closing and, in Escrow Agent pursuant to the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) Subject to Section 10.07(b), one or more bills of sale in the extent not previously deliveredform of Exhibit A hereto (each, an amount equal to the Subscription Price by wire transfer a “▇▇▇▇ of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (iiSale”) the Shareholders Agreement, and duly executed by Orchid Asia. (b) Sellers, transferring the Company shall deliver or cause tangible personal property included in the Purchased Assets to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaBuyer; (ii) a copy of a share certificate Subject to Section 10.07(b), one or more assignment and assumption agreements in the name form of Orchid AsiaExhibit B hereto (each, dated as an “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇Subject to Section 10.07(b), as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, a copyright assignment in the form set forth of Exhibit C hereto (the “Intellectual Property Assignment”) and duly executed by the applicable Seller, transferring all of the applicable Seller’s right, title and interest in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed Intellectual Property Assets to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy with respect to each Lease, an Assignment and Assumption of this AgreementLease in form and substance satisfactory to Buyer (each, with all an “Assignment and Assumption of Lease”) and duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to by the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6applicable Seller; (v) a copy with respect to each Lease, the consent to the assignment of such Lease by the Shareholders applicable Seller to Buyer, duly executed by the applicable landlord or lessor; (vi) with respect to each Lease, an estoppel certificate executed by each landlord or lessor in form and substance reasonably acceptable to Buyer; (vii) the BP Novation Agreement, duly executed by the Company applicable Sellers and BP; (viii) the other parties thereto MMC Guaranty, duly executed by MMC; (other than Orchid Asiaix) the Transition Services Agreement, duly executed by the Sellers; (x) the Seller Closing Certificate; (xi) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(j) and Section 7.02(k); and (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement (b) At the Closing, Buyer shall deliver to Sellers the following: (i) the Closing Payment; (ii) the Assignment and Assumption Agreements, duly executed by Buyer or its assignee; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the BP Novation Agreement, duly executed by Buyer; (v) the Transition Services Agreement, duly executed by the Sellers; (vi) copies the Buyer Closing Certificate; and (vii) the certificates of the duly adopted resolutions Secretary or Assistant Secretary of the Board Buyer required by Section 7.03(g) and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySection 7.03(h).

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , the Seller Parties shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit B* hereto (the “▇▇▇▇ of the Company, dated as of the Closing Date and Sale”) duly certified executed by the registered agent of Seller Parties, transferring the Company, evidencing that tangible personal property included in the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit C* hereto (the “Assignment and Assumption Agreement”) duly executed by the Seller Parties, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Parent is not a foreign person within the meaning of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as Section 1445 of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoCode duly executed by Parent; (iv) a copy certificate pursuant to Treasury Regulations Section 1.1445-2(b) that ScanScout is not a foreign person within the meaning of this Agreement, with all Section 1445 of the Code duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by ScanScout; (v) a copy certificate of the Shareholders Secretary or an Assistant Secretary (or equivalent officer) of each of the Seller Parties certifying (i) the names and signatures of the officers of each of the Seller Parties authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder, (ii) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of each of the Seller Parties authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (iii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vi) a patent assignment agreement in the form of Exhibit D* hereto (the “Patent Assignment Agreement”) duly executed by the Seller Parties, effecting the assignment to and assumption by Buyer of the Business Patents; (vii) a demand side platform integration agreement in the form of Exhibit E* hereto (the “Demand Side Platform Integration Agreement”) and a transition services agreement in the form of Exhibit F* hereto (the “Transition Services Agreement”), in each case, duly executed by the Company Seller Parties; (viii) a trademark license agreement in the form of Exhibit G* hereto (the “Trademark License Agreement”), duly executed by the Seller Parties; (ix) share certificate(s) representing all of the outstanding shares of capital stock or other equity interests of the Singapore Subsidiary and an accompanying share transfer instrument in customary form; (x) stock certificate representing all of the outstanding shares of capital stock or other equity interests of the Delaware Subsidiary and an accompanying stock power in customary form; (xi) a resignation letter from each of the directors of the Singapore Subsidiary (other than the director of the Singapore Subsidiary resident in Singapore) and the Delaware Subsidiary; (xii) good standing certificate or the foreign equivalent of the Singapore Subsidiary and the Delaware Subsidiary; (xiii) the release letter signed by the Key Employee and the Seller Parties; and (xiv) the Closing Certificate. (b) At the Closing, Buyer shall deliver to the Seller Parties the following: (i) the Closing Payment Amount; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Demand Side Platform Integration Agreement, the Trademark License Agreement and the Transition Services Agreement duly executed by Buyer; (iv) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (i) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other parties documents to be delivered hereunder and thereunder, (ii) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and (other than Orchid Asia)iii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) the Promissory Note; and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Buyer Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyCertificate.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) the Transition Services Agreement duly executed by Seller; (iv) a sublease agreement, in the form of Exhibit E (the “Sublease Agreement”) with respect to the extent sublease of the Subleased Real Property) and duly executed by Seller, accompanied by the landlord estoppel and consent attached as an exhibit thereto, duly executed by the landlord of the Leased Property; (v) all Books and Records contemplated pursuant to Section 2.01(f); (vi) a certificate certifying that Seller is not previously delivered, an amount equal a foreign person for purposes of Section 1445 of the Code or that the purchase is otherwise exempt from withholding under Sections 1445 and 1446 of the Code; (vii) all consents to the Subscription assignment of the Contracts indicated as “Required Consents” in Section 3.02 of the Disclosure Schedule; (viii) evidence reasonably satisfactory to Buyer of the release of any and all Encumbrances (other than Permitted Encumbrances) with respect to the Purchased Assets; (ix) a certificate signed by a duly authorized representative of Seller certifying as to the due authorization from the board of directors of Seller of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; and (x) a duly executed Escrow Agreement executed by Seller. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to Buyer which designation shall occur no later than two (2) Business Days prior to the bank account of the Company set forth in SCHEDULE 2; andClosing Date; (ii) the Shareholders Agreement, Assignment and Assumption Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoSublease Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all the Transition Services Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6;by Seller; and (v) a copy of the Shareholders Agreement, duly executed Escrow Agreement executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyBuyer.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Parent and/or Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit C hereto (the “▇▇▇▇ of Sale”), duly executed by Seller, transferring the Company, dated as of Tangible Personal Property included in the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit D hereto (the “Assignment and Assumption Agreement”), dated as duly executed by Seller, effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel with respect to the Company, addressed to Orchid Asia and dated as of the Closing Date, each Lease included in the Purchased Assets, an Assignment and Assumption of Lease in form set forth in EXHIBIT C heretoand substance satisfactory to Buyer (each, an “Assignment and an opinion Assumption of Beijing Dentons Law OfficesLease”), LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoduly executed by Seller; (iv) the Transition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”), duly executed by Seller; (v) copies of the approvals, consents and waivers executed by the customers of the Business required under Section 7.02(a); (vi) evidence satisfactory to Buyer that all Encumbrances relating to the Purchased Assets have been released in full, other than Permitted Encumbrances; (vii) a copy certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Parent and Seller certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of each of Parent and Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of each of Parent and Seller authorized to sign this Agreement, with all executed Restructuring the Transaction Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements)other documents to be delivered hereunder and thereunder; (viii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; and (ix) such other customary instruments of transfer or assumption, filings, agreements or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement or reasonably requested by Buyer. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price; (ii) the Assignment and Assumption Agreement, duly executed by Buyer; (iii) with respect to each Restructuring Document shall have been entered into Lease included in accordance with Section 5.6the Purchased Assets, an Assignment and Assumption of Lease, duly executed by Buyer; (iv) the Transition Services Agreement, duly executed by Buyer; (v) a copy certificate of the Shareholders Agreement, duly executed Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the Company board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other parties thereto Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other than Orchid Asia)documents to be delivered hereunder and thereunder; and (vi) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer or assumption, duly certified by any authorized signatory of the Companyfilings, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andagreements or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Parent or Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement or reasonably requested by Parent or Seller.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver (or cause to be delivered delivered) to Buyer the Companyfollowing: (i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 8.02(a), (b) and (d); (ii) a counterpart to the extent not previously b▇▇▇ of sale in the form of Exhibit B hereto (the “B▇▇▇ of Sale”), duly executed by Seller and/or its applicable Subsidiaries; (iii) a counterpart to the assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Seller and/or its applicable Subsidiaries; (iv) a non-foreign person affidavit from Seller and/or its applicable Subsidiaries dated as of the Closing Date as required by, and satisfying the requirements of, Section 1445 of the Code; (v) counterparts to all assignments or documents of transfer to effect the assignment of all patents, copyrights, trademarks and internet domain names, and related registrations and applications, comprising Intellectual Property Assets, duly executed by Seller and/or its applicable Subsidiaries, in the forms attached hereto as Exhibit D or the forms that are prepared by Buyer and required for recordation with Governmental Authorities to effect or evidence the assignment of such Intellectual Property Assets to Buyer; (vi) a counterpart to the escrow agreement in the form of Exhibit F hereto (the “Escrow Agreement”), duly executed by Seller and the Escrow Agent; (vii) a duly executed pay-off letter from G▇▇▇▇▇▇▇, in a form reasonably satisfactory to Buyer, certifying that all indebtedness under the Term Loan Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Term Loan Agreement upon the Purchased Assets have been released; (viii) a duly executed pay-off letter from CIT, in a form reasonably satisfactory to Buyer, certifying that all indebtedness under the Revolving Credit Agreement with respect to the Joe’s Business owing to the lenders thereunder has been fully paid and that all Encumbrances imposed by or in connection with the Revolving Credit Agreement upon the Purchased Assets have been released; and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver (or cause to be delivered, ) to Seller or its applicable Subsidiary the following: (i) an amount in cash equal to the Subscription Purchase Price (subject to any withholding rights under Section 2.10), payable by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asiaaccordance with Section 2.05; (ii) a copy certificate signed by an authorized officer of a share certificate in the name of Orchid AsiaBuyer, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in confirming the form matters set forth in EXHIBIT C hereto, Sections 8.03(a) and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel (b); (iii) a counterpart to the Company, addressed to Orchid Asia and dated as B▇▇▇ of the Closing Date, in the form set forth in EXHIBIT D heretoSale duly executed by Buyer; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited counterpart to the Restructuring Assignment and Assumption Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6duly executed by Buyer; (v) a copy of counterpart to the Shareholders Agreement, Escrow Agreement duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (vi) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Buyer and Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to the extent not previously deliveredSeller Note, an amount equal to the Subscription Price duly executed by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andSeller; (ii) the Shareholders Guaranty Agreement in substantially the form of Exhibit C hereto (the “Guaranty Agreement”), duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesSeller; (iii) the Seller Note Subordination Agreement in substantially the form of Exhibit D hereto, duly executed by Seller; (iv) a ▇▇▇▇ of sale in substantially the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller. transferring the tangible personal property included in the Purchased Assets to Buyer; (v) an opinion assignment and assumption agreement in substantially the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (vi) intellectual property assignments in substantially the form of Exhibit G hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (vii) with respect to the Lease, an Assignment and Assumption of Lease and Amendment in substantially the form of Exhibit H hereto (the “Assignment and Assumption of Lease”). duly executed by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings LLC (“Landlord”) and Seller and, if necessary, Seller’s and Landlord’s signature shall be witnessed and/or notarized; (viii) the Seller Closing Certificate in substantially the form of Exhibit I hereto; (ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) the employment agreement between Buyer and Brien in substantially the form of Exhibit J hereto (the “Brien Employment Agreement”), duly executed by Brien; and (xii) the mutually agreed upon non-competition, non-solicitation and non-disparagement agreements between Buyer and Brien and Krinis in substantially the form of Exhibit K hereto (the “Non-Compete Agreements-), duly executed by Brien and Krinis, respectively. (b) At the Closing. Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price pursuant to Section 2.05(a) above; (ii) the Seller Note, duly executed by Buyer; (iii) the Guaranty Agreement, duly executed by ▇▇▇▇▇▇▇▇ Holding Companies, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoInc.; (iv) a copy of this Agreement, with all the Assignment and Assumption Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy with respect to the Lease, an Assignment and Assumption of Lease duly executed by Buyer; (vi) the Buyer Closing Certificate; (vii) the certificates of the Shareholders Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and Section 7.03(f); (viii) the Brien Employment Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (viix) copies of the duly adopted resolutions of the Board and the shareholders of the CompanyNon-Compete Agreements, duly certified executed by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyBuyer.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia shall deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiathe Purchaser the following: (i) a copy b▇▇▇ of sale, assignment and assumption agreement in form and substances satisfactory to the register Purchaser (the “B▇▇▇ of members of Sale”) and duly executed by the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate an intellectual property assignment in form and substance satisfactory to the name of Orchid Asia, dated as of Purchaser (the Closing Date “IP Assignment”) and to be duly executed on behalf of by the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇a consulting agreement between Schaudies and the Purchaser (the “Shareholder Consulting Agreement”), duly executed by Schaudies; (iv) a consulting agreement between R▇▇▇▇▇ Francisco (“Francisco”) and the Purchaser (the “Francisco Consulting Agreement”), duly executed by Francisco; (v) intellectual property assignments from each of Schaudies, D▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; ▇ (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements“R▇▇▇▇▇▇▇”), and each Restructuring Document shall have been entered into in accordance with Section 5.6; F▇▇▇▇▇▇▇ (v) a copy of collectively, the Shareholders Agreement“Employee IP Assignments”), duly executed by the Company each of Schaudies, Robinson, and the other parties thereto (other than Orchid Asia); andF▇▇▇▇▇▇▇; (vi) copies a Selling Stockholder Questionnaire, as set further described in Section 6.8; (vii) a certificate of the duly adopted Secretary (or equivalent officer) of the Company certifying as to the resolutions of the Board board of directors and the shareholders of the Company, duly certified by any authorized signatory which authorize the execution, delivery, and performance of this Agreement, the B▇▇▇ of Sale, the Shareholder Consulting Agreement, Francisco Consulting Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the Companytransactions contemplated hereby and thereby; and (viii) such other customary instruments of transfer or assumption, approving filings, or documents, in form and substance reasonably satisfactory to the Purchaser, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser shall deliver to the Company the following: (i) a stock certificate representing the Unrestricted Shares (or a book-entry statement if the Unrestricted Shares are to be issued in book-entry form); (ii) a stock certificate representing the Restricted Shares (or a book-entry statement if the Restricted Shares are to be issued in book-entry form); (iii) the B▇▇▇ of Sale, duly executed by the Purchaser; (iv) the IP Assignment, duly executed by the Purchaser; (v) the Shareholder Consulting Agreement, duly executed by the Purchaser; (vi) the Francisco Consulting Agreement, duly executed by the Purchaser; and (vii) a certificate of the Secretary (or equivalent officer) of the Purchaser certifying as to the resolutions of the board of directors of the Purchaser, which authorize the execution, delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated thereby hereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebythereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in the form attached hereto as Exhibit B (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) intellectual property assignments in the form attached hereto as Exhibit D (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer; (iv) an internet domain name assignment in the form attached hereto as Exhibit E (an “Internet Domain Name Assignment”) and duly executed by Seller; (v) the Escrow Agreement duly executed by Seller and the Escrow Agent; (vi) an independent contractor agreement or a non-competition and non-solicitation agreement, an amount equal selected at each Key Employee’s option, duly executed by each Key Employee, in the form attached hereto as Exhibit G or Exhibit H, respectively; (vii) a non-competition and non-solicitation agreement, duly executed by each Person that owns 10% or more of the capital stock of Seller, in the form attached hereto as Exhibit H; (viii) the Seller Closing Certificate; (ix) A letter from Duke University indicating all amounts owed to it by Seller as of the Subscription Closing and payoff letters related to all loans and equipment leases secured by any of the Purchased Assets, including the BioArchive Lease; (x) the FIRPTA Certificate; (xi) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(k) and Section 7.02(l); and (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be reasonably required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the cash portion of the Purchase Price by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to the bank account of the Company set forth in SCHEDULE 2; andBuyer; (ii) the Shareholders AgreementShares, duly executed by Orchid Asia. (b) less the Company shall deliver or cause Shares to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated held back as of the Closing Date and duly certified contemplated by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesSection 2.05; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all the Escrow Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement by Buyer and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Escrow Agent; (v) a copy the Buyer Closing Certificate; (vi) the certificates of the Shareholders Agreement, duly executed Secretary or Assistant Secretary of Buyer required by the Company Section 7.03(h) and the other parties thereto (other than Orchid AsiaSection 7.03(i); and (vivii) copies Florida Annual Resale Certificate for State of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyFlorida (DR-13).

Closing Deliverables. At Immediately after the Closing,Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”): (a) Orchid Asia shall deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, Exchange Agreement dated as of the Closing Effective Date and duly certified by the registered agent of the Companyamong WIND, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other than Orchid Asia)parties thereto as have executed the same; (b) the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same; (c) the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same; (d) The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and (vie) copies The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly adopted resolutions of the Board executed by WIND and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyparties thereto.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia shall deliver or cause to be delivered to the Company, Buyer shall: (i) deliver to Seller: (A) the extent not previously deliveredClosing Date Payment, an amount equal as adjusted (up or down) pursuant to Section 2.04(a), if applicable, less Indebtedness, if any, of the Subscription Price Company paid pursuant to Section 2.03(a)(ii), by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to Buyer; (B) the bank account Note duly executed by the Buyer Parties in favor of Seller; (C) The Membership Interest Assignments duly executed by the Buyer; (D) The Employment Letters duly executed by Parent; (E) Buyer’s Secretary’s Certificate duly executed by the Secretary or Assistant Secretary of the Company set forth in SCHEDULE 2; andBuyer; (ii) pay, on behalf of the Shareholders AgreementCompany or Seller, duly executed the Indebtedness of the Company, if any, by Orchid Asiawire transfer of immediately available funds to the accounts and in the amounts specified in writing by Seller. (b) At the Company Closing, Seller shall deliver or cause to be delivered to Orchid AsiaBuyer: (i) a copy of the register of members of the Company, dated as of the Closing Date and The Membership Interest Assignments duly certified executed by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSeller; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be Company’s Secretary’s Certificate duly executed on behalf by the Secretary or Assistant Secretary (or equivalent officer) of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇IRS Form W-9 duly executed by Seller; (iv) written resignations, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated effective as of the Closing Date, in of the form set forth in EXHIBIT C hereto, officers and an opinion managers of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6;; and (v) a copy such other customary instruments of the Shareholders Agreementtransfer, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Companyassumption, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Buyer, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to Certificates representing the extent not previously deliveredSecurities, an amount equal to duly endorsed in the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account name of the Company set forth in SCHEDULE 2; andBuyer; (ii) the Shareholders AgreementSellers Release, duly executed by Orchid Asia.each of the Sellers; (iii) the Officer’s Certificate required by Section 6.2; (iv) the certificate of the Secretary of Sellers required by 6.3; (v) all Sellers/Company Consents required to be set forth on Schedule 2.26; (vi) all of the Transaction Documents, duly executed and delivered by the Sellers; (vii) the original Articles of Incorporation of the Company, as amended, together with any and all Organizational Documents, minutes, resolutions and evidence satisfactory to Buyer; (viii) the terminations of powers of attorney requested by Buyer; (ix) duly executed revocations, effective upon the Closing, of corporate account authorizations identified by Buyer prior to the Closing; (x) evidence that all Encumbrances in respect of the properties and assets of the Company (other than Permitted Encumbrances) have been discharged at or prior to Closing; (xi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (b) At the Company Closing, Buyer shall deliver or cause to be delivered to Orchid AsiaSellers the following: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaCash; (ii) a copy of a share certificate Certificates representing the Closing Shares, issued in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesSellers; (iii) an opinion the Officer’s Certificate required by Section 7.2; and (iv) the certificate of ▇▇▇the Secretary or Assistant Secretary of Buyer required by Section 7.3. (v) Fully executed Employment Agreement for ▇▇▇▇ ▇▇▇▇ (the “Employment Agreement”) in a mutually agreed upon form attached hereto as Exhibit 1.5(b)(v). (vi) Fully executed Goodwill Purchase Agreement between the Buyer and ▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, ▇ in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, attached hereto as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE AgreementsExhibit 1.5(b)(vi), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy b▇▇▇ of sale in form reasonably satisfactory to Buyer (the register “B▇▇▇ of members of Sale”), executed by Seller, transferring the Company, dated as of Tangible Personal Property included in the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in form reasonably satisfactory to Buyer (the name of Orchid Asia“Assignment and Assumption Agreement”), dated as executed by Seller, effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignments in form reasonably satisfactory to Buyer (the “Intellectual Property Assignments”), executed by Seller, transferring all of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇Seller’s right, as Cayman Islands counsel title and interest in and to the Company, addressed Intellectual Property Assets to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy of this an employment agreement in form reasonably satisfactory to Buyer (the “Employment Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements”), and each Restructuring Document shall have been entered into in accordance with Section 5.6executed by Founder; (v) a copy non-competition agreement in form reasonably satisfactory to Buyer (the “Non-Compete Agreements”), executed by Founder; (vi) a lock-up agreement in form reasonable satisfactory to Buyer (the “Lock-Up Agreement”), executed by each of the Shareholders Stock Recipients listed on Schedule A of the Disclosure Schedules (which shall be updated by Seller up until and including the day prior to Closing, once the Buyer Share Price has been established); (vii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, duly executed by the Company B▇▇▇ of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignments, and the other parties thereto documents required to be delivered in connection with this Agreement or at the Closing, as well as the February 2022 Bridge Notes and related Personal Guaranty from Founder (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated by this Agreement, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (viii) a file stamped copy or other confirmation of an amendment to the Delaware Certificate of Incorporation of Seller changing Seller’s name to something wholly dissimilar from and without reference to “Dripkit”; (ix) all Purchased Assets to Buyer, including (A) the right to exercise dominion and control over all Purchased Assets and, if appropriate, the physical transfer of such Purchased Assets to Buyer, and (B) all means of access to the Purchased Assets, including all keys, combinations, access codes, account numbers, and passwords associated with the Purchased Assets; (x) the Seller Closing Certificate; (xi) an Accredited Investor Questionnaire (an “Investor Questionnaire”) in form reasonably satisfactory to Buyer from each of the Stock Recipients listed on Schedule A of the Disclosure Schedules; (xii) to the extent that any portion of the Cash Payment is promised (or distributed) prior to or as of the date of Closing to Seller’s holders of SAFEs and/or shares of its common stock (as a class or as classes of instrument holders, with or without the intent of receiving any release agreements in consideration thereof) instead of the Stock Recipients in accordance with their contractual preference, each Stock Recipient identified on Schedule A shall execute an agreement by and among the Stock Recipient, Seller and Buyer (A) consenting to such a distribution scheme and (B) releasing Seller, Buyer, all other Seller security holders participating in this distribution scheme, and each of their affiliates and representatives, from any claims or liabilities arising in connection with this Agreement, its negotiation and any of the transactions contemplated herein, including with respect to Seller’s distribution of consideration from the sale of its assets (or by Buyer’s distribution on Seller’s behalf) to any security holder of Seller (with customary and appropriate exclusions to such release to be included as to be reasonably agreed between Seller and Buyer); (xiii) to the extent received from individual security holders of Seller (other than Orchid Asiathe agreements set forth in clause (xii) directly above), any executed release agreements for the benefit of Seller, Buyer and their affiliates and representatives; and (xiv) such other customary instruments of transfer or assumption, filings, or documents, in form reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Cash Payment and a certificate representing the Buyer Shares in the name of the Stock Recipients in the amounts set forth on Schedule A of the Disclosure Schedules (less any amounts which may be withheld for outstanding Tax Liabilities), subject to the Stock Bulk Sales Holdback Amount requirements set forth in accordance with Section 1.08; (ii) the Assignment and Assumption Agreement, executed by Buyer; (iii) the Employment Agreement, executed by Buyer; (iv) the Non-Compete Agreement, executed by Buyer; (v) the new lease (the “New Lease”) for the Leased Premises duly executed by Buyer; (vi) copies the Buyer Closing Certificate; and (vii) a certificate of the duly adopted Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board board of directors of Buyer, which authorize the execution, delivery, and the shareholders performance of the Company, duly certified by any authorized signatory of the Company, approving this Agreement and the Transaction Documents and the consummation of the transactions contemplated thereby under this Agreement, (B) the names and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case signatures of the resolutions officers of Buyer authorized to sign this Agreement and the other Transaction Documents and (C) the final calculation of the shareholders number of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyBuyer Shares.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver (or cause caused to be delivered delivered) to Buyer the Companyfollowing: (i) the Employment Agreements, duly executed by the Key Employees, copies of which are attached hereto as Exhibit A; (ii) a b▇▇▇ of sale duly executed by Seller, a copy of which is attached hereto as Exhibit B (the “B▇▇▇ of Sale”), transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement, duly executed by Buyer, a copy of which is attached hereto as Exhibit C (the extent not previously “Assignment and Assumption Agreement”), effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) the Seller Closing Certificate; (v) the Registration Rights Agreement, duly executed by Seller, a copy of which is attached hereto as Exhibit D (the “Registration Rights Agreement”); (vi) the Statement of Work, duly executed by the Buyer, a copy of which is attached hereto as Exhibit F (the “SOW”); (vii) the certificate of the Secretary or Assistant Secretary of Seller required by (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver (or caused to be delivered, an amount equal ) to Seller the Subscription Price following: (i) the Closing Cash Payment by wire transfer of immediately available funds in U.S. dollars to the bank account of accounts (and in the Company set forth proportions) designated in SCHEDULE 2; andwriting by Seller to Buyer; (ii) the Shareholders Registration Rights Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇the Employment Agreements, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoduly executed by Buyer; (iv) a copy of this the Assignment and Assumption Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Promissory Note, duly executed by Buyer; (vi) the Registration Rights Agreement, duly executed by Buyer; (vii) the Company and Buyer Closing Certificate; (viii) the other parties thereto SOW, duly executed by Buyer; (other than Orchid Asiaix) the certificates of the Secretary or Assistant Secretary of Buyer, as applicable, required by Section 7.03(e); and (vix) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the form of Exhibit A hereto/in form and substance satisfactory to Buyer (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring the Purchased Assets to Buyer; provided, that the assignment to, and assumption by, Buyer of the register of members Purchased Assets shall, automatically and without any further action of the CompanyBuyer or Seller or any other party, dated as of become effective upon the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaEffective Date; (ii) a copy of a share certificate an assignment in the form of Exhibit B hereto/in form and substance satisfactory to Buyer (the "Intellectual Property Assignment") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name of Orchid Asiaregistrations included in the Purchased Assets and Human Banking Purchased IP (as defined herein) to Buyer; provided, dated as that the assignment to, and assumption by, Buyer of the Closing Date Purchased Assets and to be duly executed on behalf Human Banking Purchased IP shall, automatically and without any further action of the CompanyBuyer or Seller or any other party, evidencing Orchid Asia’s ownership of become effective upon the Subscription SharesEffective Date; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇The Non-Competition and Non-Solicitation Agreement, as Cayman Islands counsel to duly executed by Seller and the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoKey Persons; (iv) a copy of this The Asset Sale and Lease Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements)by Seller; The Customer Purchase Agreement, and each Restructuring Document shall have been entered into in accordance with Section 5.6duly executed by Seller; (v) copies of all consents, approvals, waivers and authorizations referred to in Schedule 2.02(a)(v); (vi) a copy certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Shareholders Internal Revenue Code duly executed by Seller; (vii) tax clearance certificates, if any, from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Seller in those jurisdictions; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (x) Evidence satisfactory to Buyer of compliance with Florida bulk sales laws; (xi) Evidence satisfactory to Buyer that all Encumbrances on Purchased Assets have been released and discharged; and (xii) Releases and customary pay-off letter or letters for all indebtedness, including any indebtedness secured by any Encumbrance on the Purchased Assets, evidencing the total pay-off amount thereof (and indicating the release, upon payment of such amount, of all such Encumbrances) and otherwise in form and substance reasonably satisfactory to Buyer and its legal counsel. (b) At the Closing, Buyer shall deliver to Seller (or the Persons set forth below) the following: (i) the Purchase Price; (ii) the Non-Competition and Non-Solicitation Agreement, duly executed by Buyer; (iii) the Company Asset Sale and Lease Agreement duly executed by Buyer; (iv) the other parties thereto Customer Purchase Agreement duly executed by Buyer; (other than Orchid Asiav) copies of all consents and authorizations referred to in Schedule 2.02(b)(v); and (vi) copies a certificate of the duly adopted Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board and the shareholders of the CompanyBuyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller and/or Parent, as the case may be, shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to an escrow agreement in substantially the extent not previously delivered, an amount equal to form of Exhibit A (the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii“Escrow Agreement”) the Shareholders Agreement, duly executed by Orchid Asia. (b) Seller and the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaEscrow Agent; (ii) a copy ▇▇▇▇ of a share certificate sale in substantially the form of Exhibit B (the “▇▇▇▇ of Sale”) duly executed by Seller, transferring the tangible personal property included in the name of Orchid Asia, dated as of the Closing Date and Purchased Assets to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion assignment and assumption agreement in substantially the form of ▇▇▇▇▇▇▇ ▇Exhibit C (the “Assignment and Assumption Agreement”) duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in substantially the form of Exhibit D (the “Intellectual Property Assignment”) duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Registrations to Buyer; (v) with respect to each Lease, an assignment and assumption of Lease in substantially the form of Exhibit E (each, an “Assignment and Assumption of Lease”) duly executed by Seller. (vi) with respect to each parcel of the Owned Real Property, a special warranty deed in in substantially the form of Exhibit G (each, a “Deed”), duly executed and notarized by Seller; (vii) a limited power of attorney in substantially the form of Exhibit F duly executed by Seller (the “Power of Attorney”); (viii) the Master Transportation Agreement consistent with such terms as included in that email exchange between the parties and approved by ▇▇▇▇ ▇▇▇▇▇▇▇▇ at 11:11 a.m. EST on January 29, as Cayman Islands counsel 2022, and with such other terms and conditions that may be mutually agreed upon by the Parties reasonably and in good faith prior to Closing (the Company“Master Transportation Agreement”); (ix) a certificate, addressed to Orchid Asia dated the Closing Date and dated as signed by a duly authorized officer of Seller, that each of the Closing Date, in the form conditions set forth in EXHIBIT C heretoSection 7.02(a) and Section 7.02(b) have been satisfied (the “Seller Closing Certificate”); (x) a certificate of the Manager, Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the appropriate governing body of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (B) the names and signatures of the managers or officers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; and (xii) those instruments, affidavits and documents reasonably required by the title company to issue an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel owner’s title insurance policy to be executed or delivered by Seller with respect to the Company, addressed Owned Real Property; (xiii) evidence that a request for a Tax Clearance Certificate from the State of North Carolina has been filed with the appropriate agency; and (xiv) Updates to Orchid Asia Sections 4.19(a) and dated as 4.21(a) of the Disclosure Schedules. (b) At the Closing, Buyer shall deliver or cause to be delivered to Seller the following: (i) the Closing DatePayment, minus the amounts described in Section 2.05(a); (ii) the form set forth in EXHIBIT D heretoEscrow Agreement duly executed by Buyer and the Escrow Agent; (iii) the Assignment and Assumption Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all the Intellectual Property Assignment duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy with respect to each Lease, an Assignment and Assumption of the Shareholders Agreement, Lease duly executed by Buyer; (vi) the Company Master Transportation Agreement duly executed by Buyer; (vii) a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the other parties thereto conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (other than Orchid Asiathe “Buyer Closing Certificate”).; and (viviii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted unanimously by the duly adopted resolutions board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Board transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the shareholders resolutions adopted in connection with the transactions contemplated hereby and thereby and (B) the names and signatures of the Companyofficers of Buyer authorized to sign this Agreement, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby other documents to be delivered hereunder and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebythereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , TME shall deliver (or cause to be delivered delivered) to Spotify AB all of the Companyfollowing: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of excerpt from the register of members of TME, evidencing Spotify AB’s ownership of the CompanyAcquired TME Shares, certified by the registered office provider of TME; (ii) a written opinion of the Cayman Islands counsel to TME, dated as of the Closing Date and addressed to Spotify AB in the form attached hereto as Exhibit E; (iii) a certificate, dated as of the Closing Date, duly executed by a duly authorized representative of TME and addressed to Spotify AB in the form attached hereto as Exhibit F; (iv) the TME Investor Agreement, duly executed by TME Hong Kong, TME, Tencent Hong Kong and Tencent; (v) the Spotify Investor Agreement, duly executed by TME and Tencent; and (vi) such other documents and instruments as the Parties shall deem reasonably necessary to consummate the transactions contemplated hereby. (b) At the Closing, Spotify shall deliver (or cause to be delivered) to TME Hong Kong all of the following: (i) an excerpt from the shareholders’ register of Spotify evidencing the registration of TME Hong Kong’s ownership of the Acquired Spotify Shares, certified by the representatives of A▇▇▇▇▇ & M▇▇▇▇▇▇▇▇ ▇▇ or of LWM S.A., in their respective capacities as counsel to Spotify or registered agent office provider of the CompanySpotify, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name in each case, in Luxembourg, Grand Duchy of Orchid AsiaLuxembourg; (ii) a copy written opinion of a share certificate in the name of Orchid AsiaLuxembourg counsel to Spotify, dated as of the Closing Date and addressed to be duly executed on behalf of TME Hong Kong in the Company, evidencing Orchid Asia’s ownership of the Subscription Sharesform attached hereto as Exhibit G; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇a certificate, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, duly executed by a duly authorized representative of Spotify and addressed to TME Hong Kong in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, attached hereto as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoExhibit H; (iv) a copy of this the TME Investor Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement by Spotify, D.G.E. Investments LTD and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6R▇▇▇▇▇▇ Company Limited; (v) a copy of the Shareholders Spotify Investor Agreement, duly executed by the Company Spotify and the other parties thereto (other than Orchid Asia)Spotify AB; and (vi) copies of such other documents and instruments as the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and Parties shall deem reasonably necessary to consummate the transactions contemplated thereby hereby. (c) The Parties hereby agree that, at the Closing, the TME Shares Purchase Price shall be paid and adopting delivered by Spotify AB to TME, and the Amended Articles effective no later than immediately prior Spotify Shares Purchase Price shall be paid and delivered by TME Hong Kong to Spotify, by causing the TME Parties to instruct and direct (and TME Parties hereby so instruct and direct) Spotify AB to pay and deliver an aggregate amount in cash equal to the Closing andTME Shares Purchase Price to Spotify by wire transfer of immediately available funds to an account designated by Spotify, which payment shall be deemed to have been made: (i) first, by Spotify AB to TME in the case full satisfaction of the resolutions TME Shares Purchase Price; (ii) secondly, by TME to TME Hong Kong as a capital contribution, a shareholder loan or a combination thereof; and (iii) thirdly, by TME Hong Kong to Spotify in full satisfaction of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Spotify Shares contemplated herebyPurchase Price.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer or Buyer Sub; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer or Buyer Sub of the Purchased Assets and the Assumed Liabilities; (iii) an intellectual property assignment agreement in the form of Exhibit C hereto (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer or Buyer Sub; (iv) with respect to each Lease, an amount equal Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an "Assignment and Assumption of Lease") and duly executed by Seller; (v) with respect to each Key Employee, (A) employee agreements (each an "Employee Agreement") and (B) restrictive covenant agreements, duly executed by each Key Employee; (vi) with respect to any liens (other than Permitted Encumbrances) on the Subscription Purchased Assets, a written termination of any such liens on the Purchased Assets; (vii) the Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(j) and Section 7.02(k); (x) pay-off letters and cancelled promissory notes regarding all indebtedness to be repaid at Closing, each in form and substance reasonably satisfactory to Buyer; (xi) all of the third-party consents and approvals set forth on Section 3.2(c) of the Disclosure Schedule, in form and substance reasonably satisfactory to Buyer; (xii) draft certificate of amendment to be filed within five (5) Business Days following the Closing Date with the Secretary of State of the State of Delaware (and each other applicable Secretary of State of such States in which Seller is qualified to do business) amending the name of the Seller so that it does not include the phrase "Sharp Spring"; (xiii) a statement showing in reasonable detail Seller's good faith calculation of the Net Assets of the Seller as of Closing; and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) $5,000,000 of the Purchase Price (the "$5,000,000 Cash Component") by wire transfer of immediately available funds to an account of Seller designated in U.S. dollars writing by Seller to Buyer on or prior to the bank account Closing Date; provided, that if Net Assets of the Company set forth in SCHEDULE 2Seller on the Closing Date are less than $0.00, the $5,000,000 Cash Component will be decreased by an amount equal to the actual amount of the Seller's Net Assets that are below $0.00 on the Closing Date, on a dollar-for-dollar basis, except that the total outstanding balance due on the Seller's FICPR loan (and any other indebtedness under the payoff letters delivered pursuant to Section 3.02(a)(x)) will be paid by the Seller out of the $5,000,000 Cash Component at Closing, and shall be excluded from the calculation of Net Assets; provided further, that the $5,000,000 Cash Component will be reduced by the actual fees paid for by Buyer for the audit contemplated by Section 7.02(m); and (ii) the Shareholders AgreementTransaction Documents and all other agreements, duly executed by Orchid Asia. (b) the Company shall deliver documents, instruments or cause certificates required to be delivered by Buyer or Buyer Sub at or prior to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent pursuant to Section 7.03 of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares;this Agreement. (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer or Buyer Sub; (iv) a copy with respect to each Lease, an Assignment and Assumption of this Agreement, with all Lease duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer or Buyer Sub; (v) a copy security agreement in the form of Exhibit D hereto (the Shareholders "Security Agreement, ") and duly executed by Buyer Sub, granting a security interest in the Company Purchased Assets; (vi) a pledge agreement in the form of Exhibit E hereto (the "Pledge Agreement") and duly executed by Buyer, granting a security interest to Seller in one hundred percent (100%) of the capital stock of Buyer Sub owned by Buyer and any other parties thereto ownership or voting interests in Buyer Sub held from time to time; (other than Orchid Asiavii) the Buyer Closing Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(h) and Section 7.03(i); (ix) with respect to each Key Employee, an Employee Agreement duly executed by Buyer or Buyer Sub; and (vix) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. At the Closing, (a) Orchid Asia At or prior to the Closing, the Company shall deliver or cause to be delivered to the CompanyParent: (i) the Closing Statement (including the Payment Schedule) pursuant to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andSection 2.6(a); (ii) the Shareholders Closing Payoff Statement; (iii) the Stockholder Written Consent; (iv) the Escrow Agreement, duly executed by Orchid Asiathe Equityholder Representative and the Escrow Agent; (v) the Paying Agent Agreement, duly executed by the Equityholder Representative and the Paying Agent; (vi) the Release Agreements, duly executed by each Change of Control Payment Recipient; (vii) [Reserved]; (viii) the executed consents and evidences of notice to third parties regarding the transactions contemplated herein with respect to each of the Contracts set forth in Section 2.8(a)(viii) of the Disclosure Schedule (the “Required Consents”); (ix) [Reserved]; (x) evidence of termination of the Investors’ Rights Agreement; 4892-0619-9513 (xi) payment instructions for the payment in full of all Company Transaction Costs (other than with respect to Change of Control Payments which shall be paid in accordance with Section 2.7(b); (xii) a duly completed IRS Form W-9 executed by the Company; (xiii) certificates of good standing from the Secretary of State of the State of Delaware and from the Arizona Corporation Commission, as to the Company’s good standing; (xiv) a copy of each of the D&O Tail Policy and the Run-Off Policy; (xv) a certificate, dated the Closing Date and signed by an authorized officer of the Company, (i) certifying and attaching true and complete copies of the organizational documents of the Company, (ii) certifying and attaching all resolutions (or minutes of meetings) of the Company evidencing the approval of this Agreement and the transactions contemplated herein and (iii) certifying the incumbency of each individual executing this Agreement or any Transaction Document on behalf of the Company; (xvi) evidence that the Company has instructed ▇▇▇▇▇▇▇▇ Financial Solutions (the “Data Room Provider”) to deliver a flash drive (which shall be permanent and accessible with readily and commercially available software) containing, in electronic format, all documents posted to the Project Bright Angel electronic data room hosted by the Data Room Provider as of the Closing Date; (xvii) Payoff Letters with respect to any Paid Indebtedness to be repaid at the Closing; and (xviii) the Resignations pursuant to Section 5.1; (xix) the Offer Letters pursuant to Section 6.9(a); and (xx) the Consulting Agreements pursuant to Section 6.9(b). (b) At or prior to the Company Closing, Parent shall deliver or cause to be delivered to Orchid Asiathe Company: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaR&W Policy; (ii) a copy of a share certificate in the name of Orchid AsiaEscrow Agreement, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ; and (iii) the Paying Agent Agreement, duly executed by ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia shall , the Company will deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid AsiaAcquiror: (i) a copy of the register of members certificate signed by an officer of the Company, dated as of the Closing Date Date, certifying that, to the knowledge and duly certified by belief of such officer, the registered agent of the Companyconditions specified in Section 9.2(a), evidencing that the Subscription Shares Section 9.2(b) and Section 9.2(c) have been issued and credited as fully-paid and registered under the name of Orchid Asiafulfilled; (ii) a copy the written resignations of a share certificate all of the directors of the Company (other than those Persons identified as the initial directors of the Surviving Company, in the name of Orchid Asiaaccordance with Section 2.6), dated effective as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesEffective Time; (iii) an opinion a signed counterpart of ▇▇▇▇▇▇▇ the Plan of Merger duly executed by the Company, together with all necessary ancillary documents in respect of the Company required to be filed with the Cayman Registrar with the Plan of Merger, including the Company Board Approval, the Company Shareholder Approval, a declaration of a director of the Company confirming the relevant matters set out in the Cayman Act and a certificate of good standing in respect of the Company; (iv) the Registration Rights Agreement, duly executed by the parties set forth on Section 2.4(a)(iv) of the Company Disclosure Letter; (v) the Lock-Up Agreements, duly executed by the Lock-Up Shareholders, in accordance with Section 6.9; (vi) the Obagi China Distribution Agreement, duly executed by authorized representatives of the Company, Obagi Holdings and Cedarwalk; (vii) the TSA, duly executed by authorized representatives of Obagi Cosmeceuticals, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇; (viii) the Supply Agreement, duly executed by authorized representatives of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇; (ix) the License Agreement, duly executed by authorized representatives of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇; (x) the Obagi License Letter Agreement, duly executed by authorized representatives of Obagi Cosmeceuticals, Obagi Holdings and Cedarwalk; (xi) the Investor Rights Agreement, duly executed by authorized representatives of Cedarwalk and the guarantor to Cedarwalk’s obligation thereunder; (xii) subject to the receipt of the Clinactiv Consent, the Clinactiv Distribution Agreement, duly executed by authorized representatives of the Company and Cedarwalk; and (xiii) a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Acquiror will deliver or cause to be delivered to the Company (unless otherwise set forth below): (i) a signed counterpart of the Plan of Merger duly executed by Merger Sub, together with all necessary ancillary documents in respect of Merger Sub required to be filed with the Cayman Islands counsel Registrar with the Plan of Merger, including the Merger Sub Board Approval, the Merger Sub Shareholder Approval, a declaration of a director of Merger Sub confirming the relevant matters set out in the Cayman Act and a certificate of good standing in respect of Merger Sub; (ii) to the Exchange Agent, the Aggregate Merger Consideration into which the Company Common Stock has been converted for further distribution to the Company’s shareholders pursuant to Section 3.2; (iii) a certificate signed by an officer of Acquiror, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C heretocertifying that, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Companyknowledge and belief of such officer, addressed to Orchid Asia the conditions specified in Section 9.3(a) and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoSection 9.3(b) have been fulfilled; (iv) a copy of this the Registration Rights Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement by duly authorized representatives of Acquiror and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Sponsor; (v) a copy of the Shareholders Obagi China Distribution Agreement, duly executed by Acquiror; (vi) subject to the Company and receipt of the other parties thereto Clinactiv Consent, the Clinactiv Distribution Agreement, duly executed by Acquiror; (other than Orchid Asia)vii) the Investor Rights Agreement, duly executed by an authorized representative of Acquiror; and (viviii) copies the written resignations of all of the duly adopted resolutions directors and officers of Acquiror (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.7), effective as of the Board Effective Time. (c) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid Acquiror Transaction Expenses (including amounts owed under outstanding Working Capital Loans) as set forth on a written statement to be delivered to the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later Company not less than immediately two (2) Business Days prior to the Closing andDate and (ii) all accrued and unpaid Company Transaction Expenses as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll. (d) Not less than two (2) Business Days prior to the Closing Date, (i) Acquiror shall deliver to the Company a good faith estimate of the expected cash and cash equivalents of Acquiror and each of its Subsidiaries, in the case each case, as of the resolutions Closing and (ii) the Company shall deliver to each of Acquiror and Milk a good faith estimate of the shareholders expected cash and cash equivalents of the CompanyCompany and each of its Subsidiaries, waiving any pre-emptive rightin each case, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect as of the issuance of the Series B+ Preferred Shares contemplated herebyClosing.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver (or cause to be delivered delivered) to Buyer the Company: following (i) except to the extent not previously deliveredheld by or contained in the Transferred Subsidiary), an amount equal to the Subscription Price by wire transfer of immediately available funds provided that, in U.S. dollars to the bank account respect of the Company set forth items referred to in SCHEDULE 2; and clauses (iiii)(b), (ix) the Shareholders Agreement, duly executed by Orchid Asia. and (bx) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this AgreementSection 3.02, with all executed Restructuring Documents attached such obligation to deliver shall be satisfied by such documents being located on premises that will be owned, leased or otherwise controlled by Buyer following Closing or otherwise provided to Buyer or its Affiliates as EXHIBIT E soon as reasonably practicable following Closing (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of clause (a)(ix) of this Section 3.02, following the resolutions timely separation of such Business Books and Records from any other Books and Records of the shareholders Seller which Seller will aim to accomplish as soon as reasonably practicable): (i) one or more assignment and assumption agreements substantially in the form of Exhibit A (each, an “Assignment and Assumption Agreement”) and duly executed by Seller and each other Seller Company, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (ii) with respect to each Owned Real Property, (A) a grant deed (together with a statement of tax due and request that tax declaration not be made a part of the permanent record (pursuant to Section 11932 R&T Code of the State of California and a preliminary change of ownership form)) in form and substance reasonably satisfactory to Seller and Buyer (each, a “Deed”), conveying Seller’s or the applicable Seller Company’s, as applicable, right, title and interest in and to the Owned Real Property to Buyer or its designee, and duly executed by Seller or the applicable Seller Company, waiving any pre-emptive rightand (B) the Title Policies in accordance with and subject to Section 6.17; (iii) with respect to each Lease, right (A) an assignment and assumption of first refusallease in form and substance reasonably satisfactory to Seller and Buyer (each, anti-dilution rights an “Assignment and Assumption of Lease”) and duly executed by Seller, (B) the applicable landlord’s (each, a “Landlord”) consent to each such Assignment and Assumption of Lease, to the extent the same is required under the applicable Lease, and (C) an estoppel certificate from each Landlord with respect to its applicable Lease in form and substance reasonably satisfactory to Buyer; (iv) (A) the Intellectual Property Assignment and Agreement, duly executed by Seller; and (B) the Copyright Assignment Agreement duly executed by Seller; (C) the Domain Name Assignment Agreement, duly executed by Seller; and (D) the Trademark Assignment Agreement, duly executed by Seller; (v) the Transition Services Agreement, duly executed by Seller; (vi) the Seller Closing Certificate; (vii) the FIRPTA Certificates, California Form 593(c) and any other certificate or similar rights document that may be required by any Governmental Authority in order to relieve Buyer of any obligation to withhold any portion of the shareholders may have Purchase Price; (viii) the following documents with respect to the Transferred Subsidiary Shares: (A) a duly executed original instrument of transfer in favor of Buyer and duly executed original sold contract note in respect of the issuance Transferred Subsidiary Shares; (B) share certificates representing the Transferred Subsidiary Shares; (C) copies of the Series B+ Preferred minutes of meeting of the directors of the Transferred Subsidiary authorizing: (1) the registration of the transfer of such Transferred Subsidiary Shares contemplated herebyand Buyer as the registered holder of the Transferred Subsidiary Shares; (2) the amendment of the existing mandates for the operation of each of the Transferred Subsidiary’s bank accounts to take effect immediately on Closing; and (3) the appointment of new directors of the Transferred Subsidiary with individuals designated by Buyer; (D) the statutory books of the Transferred Subsidiary, the Organizational Documents and the common seal (if any) of the Transferred Subsidiary; and (E) written resignations to take effect from Closing of all the directors and officers of the Transferred Subsidiary, in each case duly executed and relinquishing any right against the Transferred Subsidiary for loss of office or otherwise. (ix) all of the Business Books and Records of Seller relating exclusively or primarily to the Business, except as otherwise required by Law; (x) all Permits, including Environmental Permits and Health Care Permits, necessary for the operation of the Business, to the extent transferable; and (xi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement or the other Transaction Documents. (b) At Closing, Buyer shall deliver to Seller the following: (i) the amount payable by Buyer (or an Affiliate designated by Buyer) pursuant to Section 2.07(a); (ii) with respect to each Seller Company, an Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (A) the Intellectual Property Assignment and Agreement, duly executed by Buyer; (B) the Copyright Assignment Agreement duly executed by Buyer; (C) the Domain Name Assignment Agreement, duly executed by Buyer; and (D) the Trademark Assignment Agreement, duly executed by Buyer; (v) the Transition Services Agreement, duly executed by Buyer; (vi) the Buyer Closing Certificate; and (vii) a duly executed original bought contract note in respect of the Transferred Subsidiary Shares.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account all of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, assignment in the form set forth of Exhibit C hereto (the “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed Intellectual Property Assets to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy the License Agreement in the form of this Exhibit D hereto (the “License Agreement, with all ”) and duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Seller; (v) a copy the Seller Closing Certificate; (vi) the certificates of the Shareholders Agreement, Secretary or Assistant Secretary of Seller required by Section 7.02(i) and Section 7.02(j); (vii) evidence that Seller has changed its name with the New Jersey Secretary of State and any other Governmental Authority to eliminate the word “RE/MAX” in Seller’s name; (viii) the Escrow Agreements duly executed by Seller; and (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (b) At the Company Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price, less the Escrow Amount; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) License Agreement duly executed by Buyer; (iv) the other parties thereto Buyer Closing Certificate; (other than Orchid Asia)v) the Escrow Agreements duly executed by Buyer; and (vi) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g). (c) At the Closing, Buyer shall deliver to the Escrow Agents the Escrow Amount to be held and distributed pursuant to the terms of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agreements.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy bill of sale in the register form of members Exhibit B hereto/in form and substance satisfactory to Buyer (the “Bill of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of tangible personal property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit C hereto/in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignments in the form of ▇▇▇▇▇▇▇ Exhibit D hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) the Seller Closing Certificate; (v) the Limited Guarantee in the form of Exhibit E hereto (the “Limited Guarantee”) and duly executed by R▇▇▇▇▇ ▇▇▇▇▇; (vi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer; (ii) the Note duly executed by B▇▇, as Cayman Islands counsel to ▇▇; (iii) the Company, addressed to Orchid Asia Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by B▇▇▇▇; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Buyer Closing Certificate; (v) a copy the certificates of the Shareholders Agreement, duly executed Secretary or Assistant Secretary of Buyer required by the Company Section 6.03(h) and the other parties thereto (other than Orchid AsiaSection 6.03(i); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in a form mutually agreed upon by Buyer and Seller (the register “▇▇▇▇ of members of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of Tangible Personal Property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) an assignment and assumption agreement in a copy of a share certificate in form mutually agreed upon by Buyer and Seller (the name of Orchid Asia“Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion with respect to each parcel of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇Purchased Real Property, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, a special warranty deed (or equivalent thereof) substantially in the form set forth in EXHIBIT C heretoattached hereto as Exhibit F (each, a “Louisiana Deed”), duly executed and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretonotarized by Seller; (iv) an agreement for the temporary transitional use of certain Excluded Assets by Buyer and certain Purchased Assets by Seller, in the form attached hereto as Exhibit G (the “Transition Services Agreement”), duly executed by Seller; (v) the Splendora Notes Option duly executed by Seller; (vi) the Splendora Assignment Agreement duly executed by Seller and Splendora, which shall contain a copy written consent to the Splendora Notes Option and the assignment of the Splendora Servicing Agreements from Seller to Buyer; (vii) the FIRPTA Certificate; (viii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of (A) Seller’s certificate of incorporation, (B) Seller’s bylaws, (C) a certificate from the Secretary of State of each of the States of Oregon, Texas and Louisiana evidencing Seller’s good standing in such State, and (D) all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and certifying the names and signatures of the officers of Seller authorized to sign this Agreement, with all executed Restructuring the Transaction Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE other documents to be delivered hereunder and thereunder; (ix) a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied (the “Seller Closing Certificate”); (x) the Illustrative Allocation, duly executed by Seller; (xi) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (xii) the Texas Real Property Agreements), duly executed by Seller; and (xiii) all consents, authorizations, orders, releases, and each Restructuring Document approvals set forth on Schedule 3.2(a)(xiii) (the “Required Consents”). (b) At the Closing, Buyer shall have been entered into in accordance with Section 5.6deliver to Seller the following: (i) the Purchase Price; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Splendora Assignment Agreement duly executed by Buyer; (iv) the Transition Services Agreement, duly executed by Buyer; (v) a copy certificate of the Shareholders Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of (A) Buyer’s certificate of formation, (B) Buyer’s limited liability company agreement, and (C) all resolutions adopted by the members and managers of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; (vi) a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied (the “Buyer Closing Certificate”); (vii) a sales tax resale certificate duly executed by Buyer with respect to the Inventory; and (viii) the Illustrative Allocation, duly executed by Buyer; (ix) the Texas Real Property Agreements, duly executed by Buyer; and (x) the Escrow Agreement, duly executed by the Company Buyer and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agent.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver (or cause to be delivered delivered) to Buyer the Companyfollowing: (i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 8.02(a) and (b); (ii) a counterpart to the extent not previously delivered▇▇▇▇ of sale, assignment and assumption agreement in substantially the form of Exhibit B hereto (the “▇▇▇▇ of Sale”), duly executed by Seller and the Seller Subsidiaries; (iii) a counterpart to each assignment and assumption agreement with respect to each Seller’s or the applicable Seller Subsidiaries’ interest in each Seller Lease that is an Assigned Contract in substantially the form of Exhibit C hereto (each, an “Assignment of Lease”), duly executed by Seller or the applicable Seller Subsidiary; (iv) a duly executed Opinion of Seller’s Counsel substantially in the form previously provided to Buyer (“Seller’s Counsel Opinion”); (v) the Required Consents; (vi) A certificate of the corporate secretary (or equivalent officer) of Seller with respect to certain corporate matters and attaching thereto (A) a true, correct and complete copy of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; and (B) certification of the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents and the documents to be delivered hereunder and thereunder; (vii) A certificate of the corporate secretary (or equivalent officer) of each Seller Subsidiary with respect to certain corporate matters and attaching thereto a true, correct and complete copy of resolutions of the board of directors of such Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; (viii) a non-foreign person affidavit from Seller and/or the Seller Subsidiaries dated as of the Closing Date as required by, and satisfying the requirements of, Section 1445 of the Code; (ix) a counterpart to the transition services agreement, which agreement shall be in form and substance reasonably satisfactory to Buyer and Seller and contain the terms set forth on Exhibit D hereto (the “Transition Services Agreement”), duly executed by Seller; and (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer and Seller, as may be required in the reasonable opinion of Buyer and its counsel to vest in Buyer good and valid title to the Purchased Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), and to put Buyer in actual possession or control of the Purchased Assets (other than the Delayed Transfer Assets, which will be delivered at the Delayed Transfer Date pursuant to Section 6.15), including, by way of illustration and not limitation, as set forth in Section 2.07(b). (b) At the Closing, Buyer shall deliver (or cause to be delivered) to Seller or the applicable Seller Subsidiary the following: (i) an amount in cash equal to the Subscription Price Purchase Price, payable by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asiaaccordance with Section 2.05; (ii) a copy certificate signed by an authorized officer of a share certificate in the name of Orchid AsiaBuyer, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in confirming the form matters set forth in EXHIBIT C hereto, Sections 8.03(a) and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel (b); (iii) a counterpart to the Company, addressed to Orchid Asia and dated as ▇▇▇▇ of the Closing Date, in the form set forth in EXHIBIT D heretoSale duly executed by Buyer; (iv) a copy counterpart to each Assignment of this Agreement, with all Lease duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of counterpart to the Shareholders Agreement, Transition Services Agreement duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (vi) copies such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement. (c) At the duly adopted resolutions of the Board and the shareholders of the CompanyClosing, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Buyer shall deliver (or cause to be delivered) to the Closing and, Escrow Agent an amount in cash equal to the case Escrow Amount payable by wire transfer of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have immediately available funds in respect of the issuance of the Series B+ Preferred Shares contemplated herebyaccordance with Section 2.05.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form attached hereto as Exhibit B (the “▇▇▇▇ of members of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of tangible personal property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name of Orchid Asiaform attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Assumed Contracts, the Purchased Rights and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of Business Records and the Subscription SharesAssumed Liabilities; (iii) an opinion of ▇▇▇intellectual property assignment agreement in the form attached hereto as Exhibit D (the “Intellectual Property Assignment Agreement” and, together with this Agreement, the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇of Sale, as Cayman Islands counsel the Assignment and Assumption Agreement, the Transition Services Agreement and the Escrow Agreement, the “Transaction Documents”) and duly executed by Seller, with respect to the Companyassignment to Buyer of all of Seller’s right, addressed to Orchid Asia title and dated as of the Closing Date, interest in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoPurchased Intellectual Property; (iv) a copy of this Agreement, with all the Transition Services Agreement in the form attached hereto as Exhibit E duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Seller; (v) a copy duly executed Form W-9 indicating Seller is not subject to withholding obligations that would apply to payment of the Shareholders Agreement, Purchase Price; (vi) the Escrow Agreement duly executed by the Company and the other parties thereto (other than Orchid Asia)Seller; and (vivii) copies a certificate of the duly adopted Secretary or an Assistant Secretary (or equivalent officer) of Seller (A) attaching (i) a copy of its certificate of incorporation, certified by the Secretary of the State of Delaware, (ii) a certificate, as of the most recent practicable date, of the Secretary of the State of Delaware as to its good standing and (iii) certificates, as of the most recent practicable date, as to its good standing from each foreign jurisdiction in which it is qualified to conduct business as a foreign corporation, and (B) certifying as to (i) the resolutions of the Board board of directors and stockholders of Seller (as applicable) duly adopted and in effect, which authorize the shareholders execution, delivery and performance of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, and adopting (ii) the Amended Articles effective no later than immediately prior names and signatures of the officers of Seller authorized to sign this Agreement and the Closing documents to be delivered hereunder. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price, as adjusted by the Inventory Adjustment Amount, less the Escrow Amount; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Transition Services Agreement duly executed by Buyer; (iv) the Escrow Agreement duly executed by Buyer; and (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer (A) attaching (i) a copy of its certificate of incorporation, certified by the Secretary of the State of Delaware, (ii) a certificate, as of the most recent practicable date, of the Secretary of the State of Delaware as to its good standing and (iii) certificates, as of the most recent practicable date, as to its good standing from each foreign jurisdiction in the case of which it is qualified to conduct business as a foreign corporation, and (B) certifying as to (i) the resolutions of the shareholders board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the Companyofficers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder. (c) At the Closing, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that Buyer shall deliver the shareholders may have in respect of Escrow Amount to the issuance of Escrow Agent pursuant to the Series B+ Preferred Shares contemplated herebyEscrow Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in form and substance satisfactory to Buyer (the register "▇▇▇▇ of members of the Company, dated as of the Closing Date Sale") and duly certified executed by Sellers, transferring the registered agent of tangible personal property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in form and substance satisfactory to Buyer (the name of Orchid Asia"Assignment and Assumption Agreement") and duly executed by Sellers, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignment in the form and substance satisfactory to Buyer (the "Intellectual Property Assignments") and duly executed by Sellers, transferring all of Sellers' right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) with respect to the Lease, a Sublease in the form and substance satisfactory to Sellers and Buyer (a "Sublease") and duly executed by Sellers; (v) employment agreements for ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia ▇ and dated as of the Closing Date▇▇▇ ▇▇▇▇▇▇▇, in the form set forth and substance satisfactory to Sellers and Buyer (the "Employment Agreements") duly executed by such individuals, for employment with Buyer after Closing; (vi) the Sellers Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(k) and Section 7.02(l); and (viii) such other customary instruments of transfer, assumption, filings or documents, in EXHIBIT C hereto, form and an opinion of Beijing Dentons Law Offices, LLPsubstance reasonably satisfactory to Buyer, as PRC counsel may be required to give effect to this Agreement. (b) At the CompanyClosing, addressed Buyer shall deliver to Orchid Asia Sellers the following: (i) the Purchase Price; (ii) the Restricted Stock; (iii) the Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited respect to the Restructuring Agreement Lease, a Sublease in the form and the VIE Agreements)substance satisfactory to Buyer, and each Restructuring Document shall have been entered into in accordance with Section 5.6duly executed by Buyer; (v) a copy of the Shareholders Agreement, Employment Agreements duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Buyer Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.Certificate;

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit B attached hereto (the “▇▇▇▇ of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of Tangible Personal Property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an Intellectual Property Assignment Agreement in the name form of Orchid AsiaExhibit C attached hereto (the “Intellectual Property Assignment Agreement”) and duly executed by Seller, dated as effecting the assignment to Buyer of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares;Company Intellectual Property (iii) an opinion The Management Services Agreement in the form of Exhibit D attached hereto (the “Management Services Agreement”) and duly executed by Seller, whereby ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ agrees to render certain services to Buyer after the Closing; (iv) a Lease for the Property in the form of Exhibit E attached hereto (the “Lease”) and duly executed by, duly executed by ▇▇▇▇▇▇▇▇ Properties of Fla Inc., as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as owner of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Property; (v) tax clearance certificates from the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a copy duty to file Tax Returns in connection with the transactions contemplated by this Agreement and evidence of the Shareholders payment in full or other satisfaction of any Taxes owed by Seller in the State of Florida; (vi) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the shareholders of Seller, which authorize the execution, delivery, and performance of this Agreement, the ▇▇▇▇ of Sale, the Intellectual Property Assignment Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; (vii) a certificate of the President of the Company certifying that (i) the representations and warranties of Seller contained in ARTICLE III of this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant thereto are true and correct in all respects on and as of the date hereof (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), and (ii) Seller has duly performed and complied in all material respects with all agreements, covenants and conditions required by the Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (viii) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement; and (b) At the Closing, Buyer shall: (i) pay Seller the balance of the Purchase Price, after crediting the full amount of the Deposit, by wire transfer in immediately available funds; (ii) deliver the Management Services Agreement duly executed by Buyer; and (iii) the Lease, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyBuyer.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSellers; (ii) a copy ▇▇▇▇ of a share certificate sale in the name form of Orchid Asia, dated as Exhibit D hereto (the “▇▇▇▇ of the Closing Date Sale”) and to be duly executed on behalf by Sellers, and Affiliates of Sellers, as applicable, transferring the Company, evidencing Orchid Asia’s ownership tangible personal property included in the Purchased Assets to Buyer (or designated Affiliate of the Subscription SharesBuyer); (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia assignment and dated as of the Closing Date, assumption agreement in the form set forth in EXHIBIT C hereto, of Exhibit E hereto (the “Assignment and an opinion Assumption Agreement”) and duly executed by Sellers and the Affiliates of Beijing Dentons Law Offices, LLPSellers, as PRC counsel applicable, effecting the assignment to the Company, addressed to Orchid Asia and dated as assumption by Buyer (or designated Affiliate of Buyer) of the Closing Date, in Purchased Assets and the form set forth in EXHIBIT D heretoAssumed Liabilities; (iv) with respect to each parcel of Owned Real Property, a copy of this Agreementgeneral warranty deed in form and substance satisfactory to Buyer (each, with all a "Deed") and duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to and notarized by the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6applicable Seller; (v) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by a copy Seller or an Affiliate of Sellers, as applicable; (vi) the Shareholders Third Party Landlord Consents; (vii) the Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates required by Section 7.02(i) and Section 7.02(j); (x) such other customary instruments, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions, the Closing and any post-closing obligations of Sellers in accordance with the terms of this Agreement. (b) At the Closing, Buyer shall deliver, or cause its designated Affiliate to deliver, to Sellers the following: (i) the Closing Payment; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and Assumption Agreement duly executed by Buyer or a designated Affiliate of Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer or a designated Affiliate of Buyer; (v) the Buyer Closing Certificate; (vi) the certificates required by Section 7.03(f) and Section 7.03(g); (vii) such other customary instruments, filings or documents, in form and substance reasonably acceptable to Sellers, as may be required to give effect to the transactions, and the Closing, and any post-closing obligations of Buyer in accordance with the terms of this Agreement. (c) At the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent pursuant to the Escrow Agreement, duly executed by the Company Buyer, Sellers and the other parties thereto (other than Orchid Asia); andEscrow Agent. (vid) copies Notwithstanding the order of the duly adopted resolutions deliveries by the parties set forth above, all actions and deliveries are deemed to have occurred simultaneously, and none shall be deemed to have been completed until each of the Board Actions and deliveries set forth in this Section 3.02 have been completed or has been waived by the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior party entitled to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebymake such waiver.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver (or cause to be delivered delivered) to Buyer the Companyfollowing: (i) to a b▇▇▇ of sale in the extent not previously deliveredform of Exhibit B hereto (the “B▇▇▇ of Sale”), duly executed by Seller; (ii) an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Seller; (iii) a License and Supply Agreement in the form of Exhibit D hereto (the “Supply Agreement”), duly executed by Seller and Sunglass Hut Trading, LLC, an Affiliate of Seller; (iv) an Assignment of Patents in the form of Exhibit E hereto, which assignment shall transfer to Buyer all Design Patents owned by Seller that are included in the Intellectual Property Assets (the “Oakley Patent Assignment”), duly executed by Seller; (v) an Assignment of Intellectual Property in the form of Exhibit F hereto, which assignment shall transfer to Buyer all Transferred Marks and all Design Patents owned by Luxottica Group that are included in the Intellectual Property Assets (the “Luxottica Group Assignment”), duly executed by Luxottica Group; (vi) an Assignment of Domain Names in the form of Exhibit G hereto, which assignment shall transfer to Buyer all Internet domain names owned by Seller that are included in the Intellectual Property Assets (the “Oakley Domain Name Assignment”), duly executed by Seller; and (vii) the Transition Letter Agreement in the form of Exhibit H hereto (the “Transition Letter Agreement”), duly executed by Seller; and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver (or cause to be delivered) to Seller (or, as applicable, Luxottica Group) the following: (i) an amount in cash equal to the Subscription Price Purchase Price, payable by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asiaaccordance with Exhibit A; (ii) a copy of a share certificate in evidence obtained by Buyer from IDB Bank pertaining to the name of Orchid Asia, dated as initiation and confirmation of the Closing Date and wire transfer(s) of the Purchase Price, such evidence to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Sharessatisfactory to Seller; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all the Supply Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Agreement, Oakley Patent Assignment duly executed by Buyer; (vi) the Company and Luxottica Group Assignment duly executed by Buyer; (vii) the other parties thereto Oakley Domain Name Assignment duly executed by Buyer; (other than Orchid Asia)viii) the Transition Letter Agreement duly executed by Buyer; and (viix) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit D (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in substantially the extent not previously deliveredform attached hereto as Exhibit E (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) a registration rights agreement in substantially the form attached hereto as Exhibit F (the “Registration Rights Agreement”) and duly executed by Seller and the Selling Shareholders; (iv) an amount equal escrow agreement in substantially the form attached hereto as Exhibit G (the “Escrow Agreement”) and duly executed by Shareholders’ Representative; (v) a shareholder representation letter in substantially the form attached hereto as Exhibit H and duly executed by each Selling Shareholder (the “Shareholder Representation Letter”); (vi) the Seller Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Subscription Price Closing, Buyer shall deliver to Seller the following: (i) the Closing Date Payment by wire transfer of immediately available funds in U.S. dollars to the bank account of accounts (and in the Company set forth proportions) designated in SCHEDULE 2; andthe Funds Flow Memorandum; (ii) the Shareholders AgreementPromissory Note, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all the Registration Rights Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Agreement, Escrow Agreement duly executed by Buyer; (vi) the Company Employment Agreement duly executed by Buyer; (vii) the Employment Agreement duly executed by Buyer; (viii) the Buyer Closing Certificate; (ix) the Funds Flow Memorandum; (x) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and the other parties thereto (other than Orchid AsiaSection 7.03(f); and (vixi) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company:following ("Seller's Deliverables"): (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andBuyer; (ii) an assignment and assumption agreement in the Shareholders form of Exhibit B hereto (the "Assignment and Assumption Agreement'') and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) assignment(s) (the "Intellectual Property Assignments") duly executed by Seller, transferring all of Seller's right, title and interest, in and to, if any, the trademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased Assets/Purchased IP (as defined herein) to Buyer; (iv) with respect to each parcel of Owned Real Property, if any, a special warranty deed in the form of Exhibit C hereto (each, a "Deed") and duly executed and notarized by Seller; (v) with respect to each Lease, if any, an Assignment and Assumption of Lease substantially in the form of Exhibit D (each, an "Assignment and Assumption of Lease"), duly executed by Orchid AsiaSeller and, if necessary, Seller's signature shall be witnessed and/or notarized; (vi) the Seller Closing Certificate (hereinafter defined at Section 6.02(d)); (vii) the FIRPTA Certificate (pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller); (viii) the certificates of the Secretary or Assistant Secretary (or Managing Member or Manager, if an LLC) of Seller required by Section 6.02(e) and Section 6.02(f); (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Company Closing, Buyer shall have already delivered (if and as required herein) or shall then deliver or cause to be delivered to Orchid Asia:Seller the following ("Buyer's Deliverables"): (i) a copy The Initial Tranche of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchase Price; (ii) a copy of a share certificate in the name of Orchid Asia, dated as The Second Tranche of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesPurchase Price; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoThe duly executed Remaining Purchase Price Note; (iv) a copy of this Agreement, with all the Assignment and Assumption Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy with respect to each Lease, if any, an Assignment and Assumption of the Shareholders Agreement, Lease duly executed by the Company and the other parties thereto (other than Orchid Asia); Buyer and, if necessary, Buyer's signature shall be witnessed and/or notarized; (vi) copies the Buyer Closing Certificate (hereinafter defined at Section 6.03(d)); (vii) the certificates of the duly adopted resolutions Secretary or Assistant Secretary (or Managing member or Manager if an LLC) of the Board Buyer required by Section 6.03(e) and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySection 6.03(f).

Closing Deliverables. At the Closing, (a) Orchid Asia At or before the Closing, Sellers shall deliver (or cause their respective Affiliates to be delivered deliver) to Purchaser the Companyfollowing: (i) to the extent not previously delivered▇▇▇▇ of Sale with Assignment and Assumption Agreement in the form of Exhibit C hereto (the “▇▇▇▇ of Sale”), an amount equal to duly executed by the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andSellers; (ii) the Shareholders Assigned Contracts duly executed by each of the parties thereto; (iii) the Assignment and Assumption Agreement, substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), duly executed by the Sellers; (iv) the SH Employment Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSH; (iiv) a copy of a share certificate in the name of Orchid AsiaJH3 Employment Agreement, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Sharesby JH3; (iiivi) an opinion wire transfer instructions, executed by Sellers, which set forth the wiring information necessary for wiring funds into the accounts of one or more of the Sellers (“Wire Transfer Instructions”); (vii) Sellers’ Officer Certificates; (viii) The Lease Agreement, duly executed by the applicable Seller (ix) certificates of good standing for each Seller from their respective states of formation or incorporation; (x) a Settlement Statement, which sets forth the amount of the Cash Portion of the Purchase Price and any other payments to be made at Closing, if any, (the “Settlement Statement”), duly executed by Sellers; (xi) the forms required by Synovus Bank necessary to transfer signature authority for each Seller’s bank accounts (account number 100036805) (the “Acquired Bank Accounts”) to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇, Chief Executive Officer of Purchaser, duly executed by the applicable Sellers; (xii) The Termination of Agreements, duly executed by KES S&T and KES Air Technologies, LLC; and (xiii) such other customary instruments of transfer, assumption, filings, or documents, in form and substance reasonably satisfactory to Purchaser and Sellers, as may be required to give effect to this Agreement. (b) At or before the Closing, Parent or Purchaser, as applicable, shall deliver to Sellers the following: (i) The Cash Portion of the Purchase Price by wire transfer of immediately available funds pursuant to the Wire Transfer Instructions; (ii) Evidence of the issuance of the Shares to Sellers pursuant to Schedule 2 from Parent’s transfer agent; (iii) the ▇▇▇▇▇▇▇▇ of Sale, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoduly executed by Purchaser; (iv) a copy of this the Assignment and Assumption Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Purchaser; (v) a copy of the Shareholders SH Employment Agreement, duly executed by Purchaser; (vi) the Company JH3 Employment Agreement, duly executed by Purchaser; (vii) the Settlement Statement, duly executed by Purchaser; (viii) Purchaser’s Officer Certificate; (ix) the Lease Agreement, duly executed by Purchaser; (x) certificates of good standing for Parent and the other parties thereto Purchaser from their respective states of incorporation; (other than Orchid Asia)xi) The Termination of Agreements, duly executed by Purchaser; and (vixii) copies A waiver of the duly adopted resolutions obligations JJH Holdings LLC under Sections 6.01(a) and 6.01(b) of the Board Asset Purchase Agreement, dated as of February 8, 2021, between Parent, Purchaser, Akida Holdings LLC, Simba Partners, LLC, JJH Holdings LLC and Fakhruddin Holdings FZC, executed by the Parent and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyPurchaser.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy b▇▇▇ of sale, in form and substance satisfactory to Buyer (the register “B▇▇▇ of members of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of tangible personal property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement, in form and substance satisfactory to Buyer (the name of Orchid Asia“Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion of ▇▇▇▇assignment in form and substance satisfactory to Buyer (the “Intellectual Property Assignments” and together with the B▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇of Sale and Assignment and Assumption Agreement, as Cayman Islands counsel the “Ancillary Documents”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Company, addressed Intellectual Property Assets to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy copies of this Agreementall consents, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited approvals, waivers and authorizations referred to in the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Disclosure Schedule; (v) a copy certificate of the Shareholders AgreementSecretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly executed by adopted and in effect, which authorize the Company execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (vi) such other parties thereto (other than Orchid Asia)customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (vib) copies At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price as set forth in Section 1.07; (ii) the Assignment and Assumption Agreement duly executed by Buyer; and (iii) a certificate of the duly adopted Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby; and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.

Closing Deliverables. At the Closing, (a) Orchid Asia shall At Closing, Buyer will pay the Cash Purchase Price to Atlas (as payee agent) and will deliver (or cause to be delivered delivered) to the CompanyAtlas: (i) an assignment and assumption agreement in respect of the Purchased Assets and Assumed Liabilities, in customary form reasonably acceptable to the extent not previously deliveredBuyer and Atlas, an amount equal to executed by ▇▇▇▇▇ (the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2“Assignment and Assumption Agreement”); and (ii) a restrictive covenant agreement by and between Atlas and Duos Technologies Group, Inc. (“Duos”), in the Shareholders form attached hereto as Exhibit C, duly executed by Duos (the “Restrictive Covenant Agreement”); (iii) (A) an assignment of Purchased Trademarks and Purchased Domain Names to Buyer, in form and substance reasonably acceptable to Buyer and Atlas, duly executed by ▇▇▇▇▇ and (B) a transitional grant-back license to the Purchased Trademarks and Purchased Domain Names in favor of the applicable Sellers, in the form attached 57073941 ACTIVE/131483433.18 #205642 v2 hereto as Exhibit D, duly executed by ▇▇▇▇▇ (collectively, the “Trademark and Domain Name Assignment and License”); and (iv) the Common Interest Agreement, duly executed by Orchid Asia▇▇▇▇▇. (b) At Closing, the Company shall applicable Seller Parties will deliver or cause to be delivered to Orchid AsiaBuyer: (i) a copy evidence of the register release of members all Encumbrances (other than Permitted Encumbrances) on the Purchased Assets, including UCC-3 termination statements and releases (in each case, in form and substance reasonably acceptable to Buyer) to evidence the release of all such Encumbrances on the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered Purchased Assets (including any such Encumbrances under the name laws of, or in respect of Orchid AsiaPurchased Assets located in, Mexico and Equatorial Guinea); (ii) a copy bill of a share certificate sale for the Purchased Assets, in customary form reasonably acceptable to the name of Orchid Asia, dated as of the Closing Date Buyer and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to executed by each Seller; (iii) the CompanyAssignment and Assumption Agreement, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoexecuted by each Seller; (iv) a copy of this Agreementproperly completed IRS Form W-9, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and by each Restructuring Document shall have been entered into in accordance with Section 5.6U.S. Seller; (v) a copy of properly completed IRS Form W-8, executed by each non-U.S. Seller; (vi) the Shareholders Restrictive Covenant Agreement, duly executed by Atlas; (vii) the Company Trademark and Domain Name Assignment and License, each duly executed by the other parties thereto (other than Orchid Asia)applicable Sellers party thereto; and (viviii) copies of the duly adopted resolutions of the Board and the shareholders of the CompanyCommon Interest Agreement, duly certified executed by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyAPR Energy.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to acknowledgement from South State bank that the extent not previously delivered, an outstanding line of credit in the amount equal to the Subscription Price of $342,742.00 was paid in full along with a UCC release of any and all liens and/or security interest held by wire transfer of immediately available funds in U.S. dollars to the South State bank account on any assets of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid AsiaSeller. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy b▇▇▇ of a share certificate sale in form and substance satisfactory to Buyer (the “B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible and intangible property included in the name of Orchid Asia, dated as of the Closing Date and Purchased Assets to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, as Cayman Islands counsel effecting the assignment to the Company, addressed to Orchid Asia and dated as assumption by Buyer of the Closing Date, in Purchased Assets and the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssigned Contracts; (iv) a copy one or more assignment(s) in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of this AgreementSeller’s right, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited title and interest in and to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Intellectual Property Assets to Buyer; (v) a copy with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each an “Assignment and Assumption of Lease”) and duly executed by Seller; one or more certificates of the Shareholders Secretary or Assistant Secretary (or equivalent officer) of Seller, (A) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors, members and/or managers of Seller and Seller’s Executives authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transaction contemplated hereby and thereby, and (B) certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vi) such other customary instruments of transfer, assumption, filings or documents, and evidence of the release of all Encumbrances on the Purchased Assets and the Assigned Contracts, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (vii) all passwords, passcodes and log-in information necessary to access any electronic or online accounts or devices of the Business; (viii) all keys and lock alarm combinations applicable to any premises at which the Purchased Assets are located or the Business is conducted; (ix) all other books, records, information and other items included in the Purchased Assets and the Assigned Contracts to be conveyed to Buyer as contemplated in this Agreement; (x) all of the bulk sale documents and items referred to in Sections 3.1(j) and 3.5 above, including (without limitation) written certification from either the Seller’s independent certified public accountant or attorney that such bulk sale requirements have been fulfilled by Seller; (xi) the Executive Employment Agreements duly executed by each Executive; and (xii) any and all other documents reasonably requested by Buyer or its counsel to consummate Closing as contemplated in this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) Any portion of the Purchase Price due upon IPO Closing as set forth in Section 1.4(a) (if by wire transfer, to an account designated writing by Seller to Buyer); (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (iv) the Executive Employment Agreements duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (viv) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have documents reasonably requested by Seller or its counsel to consummate Closing as contemplated in respect of the issuance of the Series B+ Preferred Shares contemplated herebythis Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSellers; (ii) a copy b▇▇▇ of a share certificate sale in the name form of Orchid Asia, dated as Exhibit B hereto/in form and substance satisfactory to Buyer (the “B▇▇▇ of the Closing Date Sale”) and to be duly executed on behalf of by Kecy, transferring the Company, evidencing Orchid Asia’s ownership of tangible personal property included in the Subscription SharesBusiness Assets to Buyer; (iii) an opinion assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) and duly executed by Kecy, effecting the assignment to and assumption by Buyer of the Business Assets and the Assumed Liabilities; (iv) [Intentionally Omitted] (v) with respect to each parcel of H▇▇▇▇▇ Real Property, a general warranty deed in form and substance satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by M▇▇▇▇▇▇▇ ▇; (vi) a Lease Agreement in the form of Exhibit D hereto (the “Lease Agreement”) and duly executed by 447 Walnut, LLC, leasing the Wauseon Real Property from 447 Walnut, LLC, as lessor, to Buyer, as lessee; (vii) the Transition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”) and duly executed by M▇▇▇▇ ▇▇▇▇▇▇▇& Associates Sales Company, an Ohio corporation; (viii) the Sellers’ Closing Certificates; (x) the FIRPTA Certificate; (xi) the certificates of an officer, member, or manager of Sellers required by Section 8.02(m) and Section 8.02(n); and (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as Cayman Islands counsel may be required to give effect to this Agreement. (b) At the CompanyClosing, addressed Buyer shall deliver to Orchid Asia Sellers the following: (i) the Purchase Price, less the Escrow Amount; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all the Lease Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Agreement, Transition Services Agreement duly executed by Buyer; (vi) the Company and the other parties thereto (other than Orchid Asia)Buyer Closing Certificate; and (vivii) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of Buyer required by Section 8.03(g) and Section 8.03(h). (c) At the Board and Closing, Buyer shall deliver the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Escrow Shares to the Closing and, in Escrow Agent pursuant to the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy bill of sale in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, transferring the Assets to Buyer, free and clear of any and all liens, encumbrances, security interests, debts or taxes of any nature whatsoever. The Seller shall also produce an Affidavit of Title indicating the Seller’s authority to sell and transfer the Business Name and its assets. Finally, the Seller shall execute and deliver an assignment of the register of members Nevada Corporation and assumed name of the Company, dated as of Business to the Closing Date Buyer and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asiaany other documents necessary to finalize this Agreement.; (ii) a copy of a share certificate an assignment and assumption agreement in form and substance satisfactory to Buyer (the name of Orchid Asia“Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignments in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇Seller’s right, as Cayman Islands counsel title and interest in and to the Companytrademark registrations and applications, addressed to Orchid Asia patents and dated as of the Closing Datepatent applications, copyright registrations and applications, and domain name registrations included in the form set forth in EXHIBIT C heretoAssets/Purchased IP (as defined herein). These assignments to include domain names, web site content, hemp research permits, hemp cultivation permits, hemp strain approval documentation, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel permitted site leases to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy an Assignment and Assumption of this Agreement, with all Lease in form and substance satisfactory to Buyer (the “Assignment and Assumption of Lease”) and duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Seller; (v) a copy copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Shareholders Agreement, Disclosure Schedules; (vi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller; (vii) tax clearance certificates from the Company taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Seller in those jurisdictions; (viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (ix) such other parties thereto (other than Orchid Asia)customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (vib) At the Closing, Buyer shall deliver to Seller the following: (i) the Assignment and Assumption Agreement duly executed by B▇▇▇▇; (ii) copies of all consents and authorizations referred to in Section 4.02 of the duly adopted Disclosure Schedules; (iii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby; and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.

Closing Deliverables. At the Closing, (a) Orchid Asia shall deliver At or cause to be delivered prior to the Company: Closing (i) to or, in those cases where a specified period of time before the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds Closing is indicated in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders this Agreement, duly executed by Orchid Asia. (b) no later than such time), Seller will deliver to Buyer the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale and assumption agreement in form and substance satisfactory to Buyer and Seller (the “▇▇▇▇ of Sale and Assumption Agreement”) and duly executed by Seller, transferring the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaAssumed Liabilities; (ii) a copy copies of a share certificate all consents, approvals, waivers and authorizations set forth in the name of Orchid Asia, dated as Section 4.02 of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesDisclosure Schedules; (iii) an opinion a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of ▇▇▇▇▇▇▇ Section 1445 of the Code, duly executed by Seller; (iv) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (v) the Key Employee Agreements, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇; (vi) a payoff letter from each lender listed on Exhibit 3.01(b), evidencing the amount of Seller’s indebtedness to the Company, addressed to Orchid Asia and dated such lender as of the Closing DateDate and providing that, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel if such aggregate amount so identified is paid to the Company, addressed to Orchid Asia and dated as of such lender on the Closing Date, such indebtedness will be repaid in full and that all Encumbrances affecting any real or personal property of Seller will be released; (vii) a transition services agreement (the “Transition Services Agreement”), in form set forth and substance satisfactory to Buyer and Seller and duly executed by Seller; and (viii) such other customary instruments of transfer, assumption, filings or documents, in EXHIBIT D heretoform and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer will deliver the following: (i) to Seller, the Initial Purchase Price; (ii) to each lender listed on Exhibit 3.01(b), the portion of the Aggregate Payoff Amount listed opposite such lender’s name thereon; (iii) to Seller, the ▇▇▇▇ of Sale and Assumption Agreement duly executed by Buyer; (iv) a copy of this to Seller, the Transition Services Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of to ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, the Shareholders AgreementKey Employment Agreements, duly executed by Buyer; (vi) to Seller, a certificate of the Company Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to the resolutions of the members, managers or board of directors, as applicable, of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the other parties thereto (other than Orchid Asia)transactions contemplated hereby; and (vivii) copies to Seller, such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companytransfer, duly certified by any authorized signatory of the Companyassumption, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit A hereto (the “▇▇▇▇ of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of tangible personal property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, assignments in the form set forth of Exhibit C hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed Intellectual Property Assets and the Intellectual Property Licenses to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy with respect to each Lease, an Assignment and Assumption of this AgreementLease in form and substance satisfactory to Buyer (each, with all an “Assignment and Assumption of Lease”) and duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Seller; (v) a copy executed consent of the Shareholders landlord of the Spicewood office property to the transactions contemplated by this Agreement, ; (vi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; (vii) a certificate of the Company Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the general partner of Seller authorizing the execution, delivery and performance of this Agreement and the other parties thereto (other than Orchid Asia)Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (viviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Cash Consideration; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Intellectual Property Assignments duly executed by Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; and (v) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the duly adopted resolutions board of directors of Buyer authorizing the Board execution, delivery and performance of this Agreement and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the other Transaction Documents and the consummation of the transactions contemplated thereby hereby and adopting the Amended Articles effective no later than immediately prior to the Closing andthereby, and that all such resolutions are in the case of full force and effect and are all the resolutions of adopted in connection with the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights transactions contemplated hereby and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebythereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Parent shall deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account a certified copy of the Company set forth in SCHEDULE 2; andParent Charter; (ii) copies of the Shareholders Certificates of Merger, duly executed by Parent; (iii) a copy of the Second A&R Registration Rights Agreement, duly executed by Orchid AsiaParent and Sponsor; (iv) certified copies of resolutions and actions taken by Parent’s board of directors in connection with the approval of this Agreement and the Transactions, certifying that such resolutions have not been modified, amended or revoked and remain in full force and effect as of the Closing; and (v) a copy of each Lockup Agreement, duly executed by Parent. (b) At the Closing, the Company and Merger Sub, as applicable shall deliver deliver, or cause to be delivered delivered, as applicable, to Orchid AsiaParent: (i) a certified copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaCompany Charter; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Second A&R Registration Rights Agreement, duly executed by the Company Stockholders set forth on Section 1.2(b)(ii) of the Company Disclosure Letter; (iii) a copy of each Lockup Agreement, duly executed by the Company Stockholders set forth on Section 1.2(b)(iii) of the Company Disclosure Letter; (iv) certified copies of (A) resolutions and actions taken by the Company’s and Merger Sub’s board of directors and stockholders in connection with the approval of this Agreement and the other parties thereto Transactions (other than Orchid Asia)including the stockholder resolutions approving the First Merger) and (B) the Stockholder Written Consent, in each case certifying that the resolutions have not been modified, amended or revoked and remain in full force and effect as of the Closing; and (viv) copies a certificate duly executed under penalties of perjury, substantially in the form set forth on Exhibit J and meeting the requirements of Section 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the duly adopted resolutions Treasury Regulations, together with a draft notice, substantially in the form set forth on Exhibit J, prepared in accordance with Section 1.897-2(h)(2) of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyTreasury Regulations.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to the CompanyBuyer Parties the following: (i) one or more bills of sale in substantially the form of Exhibit A hereto (the “Bills of Sale”), duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to the extent not previously deliveredBuyer Party or the Buyer Parties designated by Monaco; (ii) one or more assignments in substantially the form of Exhibit B hereto (the “Assignments”), duly executed by Seller, transferring the intangible personal property included in the Purchased Assets to the Buyer Party or the Buyer Parties designated by Monaco; (iii) with respect to the Owned Real Property, a special warranty deed in substantially the form of Exhibit C hereto (the “Deed”), duly executed and notarized by Seller; (iv) with respect to the Lease, an amount equal Assignment and Assumption of Lease substantially in the form of Exhibit D (the “Assignment and Assumption of Lease”), duly executed by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (v) the Amendment to Promissory Notes in substantially the Subscription Price form of Exhibit E hereto (the “Amendment to Notes”), duly executed by wire transfer Seller; (vi) a Master Marine Services Agreement in substantially the form of immediately available funds Exhibit F hereto (the “MMS Agreement”), duly executed by Seller; (vii) a Services Agreement in U.S. dollars substantially the form of Exhibit G hereto (the “Services Agreement”), duly executed by Seller; (viii) a VTC Agreement in substantially the form of Exhibit H hereto (the “VTC Agreement”), duly executed by Seller; (ix) a lease in substantially in the form of Exhibit I (the “Odyssey Lease-Back Lease”), duly executed by Seller; (x) a First Amendment to Exclusive Marketing and Sales Agreement in substantially the bank account form of Exhibit J hereto (the “Marketing Amendment”), duly executed by Seller; (xi) the Seller Closing Certificate; (xii) the FIRPTA Certificate; (xiii) the certificates of the Company set forth in SCHEDULE 2Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f); and (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Monaco, as may be required to give effect to this Agreement. (b) At the Closing, the Buyer Parties shall deliver to Seller the following: (i) written evidence, in form and substance reasonably acceptable to Seller, that the Assumed Liabilities have been repaid or otherwise satisfied in full; (ii) the Shareholders Assignments, duly executed by the appropriate Buyer Party or Buyer Parties; (iii) the Assignment and Assumption of Lease, duly executed by appropriate Buyer Party; (iv) the Amendment to Notes, duly executed by Monaco; (v) the MMS Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaMagellan; (iivi) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Services Agreement, duly executed by Seascape; (vii) the Company VTC Agreement, duly executed by Magellan; (viii) all promissory notes evidencing the Monaco Advances, marked “CANCELLED” by Buyer; (ix) the Odyssey Lease-Back Lease, duly executed by Magellan; (x) the Marketing Amendment, duly executed by Monaco; (xi) the Buyer Closing Certificate; (xii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(e) and the other parties thereto (other than Orchid AsiaSection 7.03(f); and (vixiii) copies such other customary instruments of the duly adopted resolutions of the Board and the shareholders of the Companyassumption, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Seller, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy b▇▇▇ of sale in the register form of members EXHIBIT A (the “B▇▇▇ of Sale”) duly executed by Seller, transferring the Company, dated as of the Closing Date Equipment and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaLab Documents to Buyer; (ii) a copy an assignment of a share certificate intellectual property in the name form of Orchid AsiaEXHIBIT B (the “Patent Assignment”) and duly executed by Seller, dated as transferring all of the Closing Date Seller’s right, title, and interest in and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAcquired Patents to Buyer; (iii) an opinion the complete prosecution files, including original granted patents, for all Acquired Patents in such form and medium as requested by Buyer, andall such other documents, correspondence, and information as are reasonably requested by Buyer to register, prosecute to issuance, own, enforce, or otherwise use the Acquired Patents, including any maintenance fees due and deadlines for actions to be taken concerning prosecution and maintenance of ▇▇▇all Acquired Patents in the 90 day period following the date hereof; (iv) the Consulting Agreement, by and between Seller and Buyer, in the form of EXHIBIT C (“Consulting Agreement”), duly executed by Seller and B▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Shareholders Agreement, Internal Revenue Code duly executed by the Company and the other parties thereto (other than Orchid Asia); andSeller; (vi) copies a certificate of the duly adopted Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Seller, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery, and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, (B) the names and adopting signatures of the Amended Articles effective no later than immediately prior officers of Seller authorized to sign this Agreement and the Closing anddocuments to be delivered hereunder, in the case of and (C) the resolutions of the shareholders of Seller, which approve this Agreement and the Companytransaction set forth in this Agreement; and, (vii) such other customary instruments of transfer, waiving any pre-emptive rightassumption, right filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Closing Payment; (ii) a certificate in the name of first refusal, anti-dilution rights and any other similar rights that Seller evidencing 80,000 Purchase Shares; and, (iii) the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyConsulting Agreement duly executed by Buyer.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , the Vendor Parties shall deliver or cause to be delivered to the CompanyPurchaser the following: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaVendor; (ii) a copy ▇▇▇▇ of a share certificate sale and general conveyance in the name form agreed to by the parties (the “▇▇▇▇ of Orchid Asia, dated as of the Closing Date Sale and to be General Conveyance”) duly executed on behalf of by the CompanyVendor, evidencing Orchid Asia’s ownership of transferring the Subscription SharesTangible Personal Property included in the Purchased Assets to the Purchaser; (iii) an opinion assignment and assumption agreement in the form agreed to by the parties (the “Assignment and Assumption Agreement”) duly executed by the Vendor, effecting the assignment to and assumption by the Purchaser of the Purchased Assets and the Assumed Liabilities; (iv) an assignment in the form agreed to by the parties (the “IP Assignments”) duly executed by the Vendor, transferring all of the Vendor’s right, title and interest in and to the IP Assets to the Purchaser; (v) with respect to the Third-party Lease in respect of the Vendor’s facility located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇▇▇▇▇▇▇, as Cayman Islands counsel ▇▇▇▇▇▇▇, an Assignment and Assumption of Lease in form and substance satisfactory to the Company, addressed to Orchid Asia Purchaser (the “Assignment and dated as Assumption of Lease”) duly executed by the Closing Date, Vendor and the landlord; (vi) the Related Party Leases duly executed by the Related Parties; (vii) the supply agreement in the form set forth agreed to by the parties (the “Supply Agreement”) duly executed by Vendor; (viii) the Key Employee Agreements duly executed by each of the applicable Employees; (ix) a copy of the signed agreement between the Vendor and its subcontractor, Tangent Wall, in EXHIBIT C heretorespect of the services provided by such subcontractor at the Vendor’s facility located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; (x) the Tax elections required by Section 6.12 duly executed by the Vendor; (xi) a certificate of status (or its equivalent) for the Vendor from the Director appointed under the Business Corporations Act (Ontario) or similar Governmental Authority of the jurisdiction under the Laws in which the Vendor is incorporated; (xii) a certificate of the Secretary (or equivalent officer) of the Vendor certifying that attached thereto are true and complete copies of all resolutions passed by the board of directors of Vendor and all resolutions of the shareholders of Vendor authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and an opinion that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (xiii) a certificate of Beijing Dentons Law Officesthe Secretary (or equivalent officer) of the Vendor certifying the names and signatures of the officers of Vendor authorized to sign this Agreement, LLPthe Transaction Documents and the other documents to be delivered hereunder and thereunder; (xiv) all Material Consents; (xv) written evidence, in form satisfactory to the Purchaser, acting reasonably, of the release in full of all Encumbrances relating to the Purchased Assets, other than Permitted Encumbrances; and (xvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the Purchaser, as PRC counsel may be required to give effect to this Agreement. (b) At the Closing, the Purchaser shall deliver to the Company, addressed to Orchid Asia Vendor Parties the following: (i) the Estimated Purchase Price less the Escrow Amount; (ii) the Escrow Agreement duly executed by the Purchaser; (iii) the Assignment and dated as of Assumption Agreement duly executed by the Closing Date, in the form set forth in EXHIBIT D heretoPurchaser; (iv) a copy with respect to each Third-party Lease, an Assignment and Assumption of this Agreement, with all Lease duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to by the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Purchaser; (v) a copy of the Shareholders Agreement, Related Party Leases duly executed by the Company Purchaser; (vi) the Supply Agreement duly executed by Purchaser; (vii) the Key Employee Agreements duly executed by the Purchaser; (viii) the Tax elections required by Section 6.12 duly executed by the Purchaser; (ix) a certificate of the Secretary (or equivalent officer) of the Purchaser certifying that attached thereto are true and complete copies of all resolutions passed by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the other parties thereto Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (x) a certificate of the Secretary (or equivalent officer) of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement, the Transaction Documents and the other than Orchid Asiadocuments to be delivered hereunder and thereunder; (xi) a certificate of status (or its equivalent) for the Purchaser from the Director appointed under the Business Corporations Act (Ontario); and (vixii) copies such other customary instruments of the duly adopted resolutions of the Board transfer, assumption, filings or documents, in form and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior substance reasonably satisfactory to the Closing andVendor Parties, as may be required to give effect to this Agreement. (c) At the Closing, the Purchaser shall deliver the Escrow Amount to the Escrow Agent in accordance with the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agreement.

Closing Deliverables. (a) At the Closing, , Buyer and Parent, as applicable, will make the payments specified in Section 3.01 (asubject to applicable adjustments and holdbacks) Orchid Asia shall deliver and will deliver, or cause to be delivered to the Companydelivered: (i) to an Assignment and Assumption Agreement in the extent not previously delivered, an amount equal to form of Exhibit B hereto (the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders “Assignment and Assumption Agreement”), duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaBuyer; (ii) a copy of a share certificate Employment Agreements in the name form of Orchid Asia, dated as Exhibit C hereto (the “Employment Agreements”) with each of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Ou (the “Designated Employees”), as Cayman Islands counsel to each duly executed by Buyer; (iii) a Lockup Agreement in the Companyform of Exhibit D hereto (the “Lockup Agreement”), addressed to Orchid Asia duly executed by Parent; (iv) a Registration Rights Agreement in the form of Exhibit E hereto (the “Registration Rights Agreement”), duly executed by Parent; (v) a Subordination Agreement in the form of Exhibit F hereto (the “Subordination Agreement”), duly executed by Buyer and PR; (vi) a certificate duly executed by an officer of Buyer, dated as of the Closing Date, attaching and certifying on behalf of Buyer (A) the certificate or articles of incorporation or formation, bylaws, company agreement, partnership agreement or other organizational documents of Buyer, and (B) the resolutions of the board of directors (or other appropriate governing body) of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents executed by Buyer in connection with the form transaction contemplated by this Agreement; (C) that the resolutions set forth in EXHIBIT C hereto, clause (B) are in full force and an opinion effect as of Beijing Dentons Law Offices, LLP, as PRC counsel the Closing Date and are the only resolutions adopted by the governing body of Buyer relating to the Companytransactions contemplated by this Agreement; and (D) the names and signatures of the officers of Buyer and Parent who are authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder or in connection with the transactions contemplated by this Agreement; (vii) a certificate duly executed by an officer of Buyer, addressed to Orchid Asia and dated as of the Closing Date, in certifying that each of the form conditions set forth in EXHIBIT D heretoSection 7.03(a) and Section 7.03(a) have been satisfied; and (viii) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated hereby. (b) At the Closing, Seller will deliver, or cause to be delivered, to Buyer: (i) Third party consents required for the assignment of all Material Contracts or otherwise required in connection with the execution, delivery and performance by Seller and Owners of this Agreement and the other Transaction Documents; (ii) Lien waivers and consents of assignments of the Leases, if necessary, from the respective landlords of the Leases; (iii) payoff letters with respect to any creditors of Seller containing the amount owed by Seller to each and the wire transfer or other payment information relating to such obligations, and any authorizations as may be necessary for Buyer to remit any such amounts on behalf of Seller and release any Encumbrance securing such obligations (the “Payoff Letters”); (iv) a copy written evidence of this Agreement, with the release of all executed Restructuring Documents attached as EXHIBIT E (including but not limited Encumbrances affecting the Purchased Assets in form and substance satisfactory to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into Buyer in accordance with Section 5.6its sole discretion; (v) a copy properly completed certificate for Seller in form and substance required by Treasury Regulations Section 1.1445-2(b) dated as of the Shareholders Closing Date stating that Seller and each Owner is not a foreign person; (vi) a ▇▇▇▇ of Sale in the form of Exhibit G hereto (“▇▇▇▇ of Sale”), duly executed by Seller; (vii) documents of transfer for any of the Purchased Assets that are subject to specific transfer requirements under applicable Law, duly executed by Seller; (viii) the Assignment and Assumption Agreement, affecting the assignment to Buyer of the Assigned Contracts, duly executed by Seller; (ix) the Employment Agreements, duly executed by the Designated Employees; (x) the Lockup Agreement, duly executed by each Owner; (xi) the Company Registration Rights Agreement, duly executed by each Owner; (xii) the Subordination Agreement, duly executed by Seller and each Owner; (xiii) a certificate duly executed by an officer of Seller, dated as of the Closing Date, attaching and certifying on behalf of such Seller (A) the certificate or articles of incorporation or formation, bylaws, company agreement, partnership agreement or other organizational documents of Seller, (B) the resolutions of the board of directors (or other appropriate governing body) of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the other parties thereto Transaction Documents executed by Seller in connection with the transaction contemplated by this Agreement; (C) the resolutions of the members of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the other than Orchid AsiaTransaction Documents executed by Seller in connection with the transaction contemplated by this Agreement; (D) that the resolutions set forth in clause (B) and clause (C) are in full force and effect as of the Closing Date and are the only resolutions adopted by the governing body and owners of Seller relating to the transactions contemplated by this Agreement; and (E) the names and signatures of the officers of Seller who are authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder or in connection with the transactions contemplated by this Agreement; (xiv) a certificate duly executed by an officer of Seller, dated as of the Closing Date, certifying that each of the conditions set forth in Section 7.02(b), Section 7.02(c), and Section 7.02(d) have been satisfied; and (vixv) copies of the duly adopted resolutions of the Board such other documents and the shareholders of the Company, duly certified instruments as may be required by any authorized signatory other provision of the Company, approving the Transaction Documents and this Agreement or as may reasonably be required to consummate the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia shall deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered Buyer the following, each in form and substance reasonably satisfactory to Orchid AsiaBuyer: (i) a copy b▇▇▇ of sale (the register “B▇▇▇ of members of Sale”) duly executed by the Company, dated as of transferring the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate in an assignment and assumption agreement (the name of Orchid Asia, dated as of the Closing Date “Assignment and to be Assumption Agreement”) duly executed on behalf of by the Company, evidencing Orchid Asia’s ownership effecting the assignment to and assumption by Buyer of the Subscription SharesAssigned Contracts and the Assumed Liabilities; (iii) written consents from each of the parties identified on Schedule 3.2(a)(iii) of the Disclosure Letter in form and substance satisfactory to Buyer; (iv) evidence reasonably satisfactory to Buyer that all necessary notices have been delivered to the parties set forth on Schedule 3.2(a)(iv) of the Disclosure Letter; (v) offer letters for employment with Buyer or its designee duly executed by each Transferring Employee and written acknowledgements from each Transferring Employee regarding treatment of accrued paid time off; (vi) Investment Representation Letters from each Owner certifying, among other things, such Owner’s status as an opinion accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and agreeing to those other terms and conditions set forth therein; (vii) a Restrictive Covenants Agreement and Release of Claims from each of TQLA, LLC, P▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (viii) a duly executed copy of that Side Letter between Buyer and TQLA, as Cayman Islands counsel LLC regarding arrangements with respect to certain Transferring Employees; (ix) an Intellectual Property Assignment Agreement from each employee of the Company involved in the development of the Company’s Intellectual Property, addressed to Orchid Asia which shall be in full force and dated effect as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (ivx) a duly executed copy of this Agreementthe Amended and Restated Promissory Note between the Company and Azunia Partners, with all executed Restructuring Documents attached as EXHIBIT E LP (the “Azunia Note”), which shall contain an acknowledgment by Azunia Partners, LP reasonably satisfactory to Buyer that Azunia Partners, LP will have no recourse to Buyer or Buyer’s assets (including but not limited to any of the Restructuring Agreement Purchased Assets) in connection with the Azunia Note, and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance termination of all Liens associated with Section 5.6the Azunia Note; (vxi) a copy release of claims in a form reasonably satisfactory to Buyer from each employee of the Shareholders AgreementCompany entitled any change of control or other payments as disclosed on Schedule 4.6 of the Disclosure Letter; (xii) evidence acceptable to the Buyer of the Company’s ownership and control of the domain names listed on Schedule 4.11(a) of the Disclosure Letter, and confirmation of the steps necessary for transferring such ownership and control to the Buyer following the Closing; (xiii) a Trademark Assignment Agreement for filing with the U.S. Patent and Trademark Office evidencing the assignment to the Company of the trademarks Azunia, Honestly Authentic and Rancho Miravalle; (xiv) the FIRPTA Certificate and IRS Form W-9 duly executed by the Company and the other parties thereto (other than Orchid Asia); andCompany; (vixv) copies a certificate of the duly adopted resolutions of the Board and the shareholders secretary of the Company, duly certified by any authorized signatory certifying that attached thereto is a true and complete copy of the Company’s Articles of Organization, Operating Agreement, Certificate of Good Standing from the California Secretary of State and the authorizing resolutions of the Company’s Board of Managers and majority of interest of the Company’s members approving entry into this Agreement and the Transaction Documents and the consummation of the transactions contemplated thereby hereby and adopting thereby; and (xvi) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Amended Articles effective no later than immediately prior Closing, Buyer shall deliver to the Closing Company the following: (i) the Assignment and Assumption Agreement duly executed by Buyer; and, in the case (ii) offer letters for employment of each of the resolutions of the shareholders of Transferring Employees with Buyer or its designee duly executed by Buyer or its designee with terms approved by the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyers the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale for the register Professional Assets in the form of members Exhibit B hereto (the “▇▇▇▇ of the Company, dated as of the Closing Date Sale – Professional Assets”) and duly certified executed by Sellers, transferring the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaProfessional Assets to OGPA; (ii) a copy ▇▇▇▇ of a share certificate sale for the Operating Assets in the name form of Orchid Asia, dated as Exhibit C hereto (the “▇▇▇▇ of the Closing Date Sale – Operating Assets”) and to be duly executed on behalf of by Sellers, transferring the Company, evidencing Orchid Asia’s ownership of the Subscription SharesOperating Assets to SMFL; (iii) an opinion independent contractor agreement by and between Dentist and OGPA in the form of Exhibit D hereto, duly executed by Dentist (the “Independent Contractor Agreement”); (iv) a Patient Records Transfer Agreement, substantially in the form of Exhibit E hereto, duly executed by Sellers (the “Patient Records Transfer Agreement”); (v) a Lease for the Office in form and substance satisfactory to SMFL (the “Lease”) and duly executed by Sellers or an entity owned or controlled by Sellers, the material terms of which lease to provide that Buyer shall have a Ten (10) year lease with two Five (5) year options from Seller’s entity on the entire building at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇-▇▇▇▇▇▇▇▇ (with approximately 3,700 square feet of usable Dental space) for Six Thousand Dollars ($6,000.00) per month plus One Thousand Two Hundred Dollars ($1,200.00) per month as payment for or to offset a portion of the costs of real estate taxes, insurance, maintenance, and repairs. Additionally, SMFL shall pay for interior electricity and water. Sellers shall pay for exterior electricity and water for the Office; (vi) an Assignment and Assumption of Telephone Numbers (the “Telephone Assignment and Assumption”) duly executed by Sellers; (vii) an Assignment and Assumption of the Assigned Operating Agreements in form and substance satisfactory to SMFL (the “Operating Agreement Assignment and Assumption”) and duly executed by Sellers; (viii) an Assignment and Assumption of the Assigned Professional Agreements in form and substance satisfactory to OGPA (the “Professional Agreement Assignment and Assumption”) and duly executed by Sellers; (ix) a Share Restriction Agreement by and between IGCD, Dentist, SMFL, OGPA and Sebring Software, Inc. (the “Share Restriction Agreement”) duly executed by Sellers; (x) copies of all consents, approvals, waivers and authorizations referred to in Section 3.03 of the Disclosure Schedules; (xi) a certificate of the Secretary (or equivalent officer) of IGCD certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of IGCD authorized to sign this Agreement and the documents to be delivered hereunder; (xii) an executed copy of the Sale Order and any other documents evidencing the Seller’s compliance with the order of the Bankruptcy Court as the Buyers may reasonably request; (xiii) an Intercreditor Agreement, duly executed by IGCD in favor of Midmarket Capital Partners, LLC, a Delaware limited liability company; (xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as Cayman Islands counsel may be required to give effect to this Agreement. (b) At the CompanyClosing, addressed Buyers shall deliver to Orchid Asia and dated as of Sellers the following: (i) the Closing Date, in Cash due from OGPA to Sellers; (ii) the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to Professional Assets Promissory Note duly executed by OGPA; (iii) the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoIndependent Contractor Agreement duly executed by OGPA; (iv) a copy of this Agreement, with all the Patient Records Transfer Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by OGPA; (v) a copy of the Shareholders Lease for the Office, duly executed by SMFL; (vi) the Share Restriction Agreement, duly executed by SMFL, OGPA and Sebring; (vii) the Company Telephone Assignment and Assumption duly executed by SMFL; (viii) the Operating Agreement Assignment and Assumption duly executed by SMFL; (ix) the Professional Agreement Assignment and Assumption duly executed by OGPA; (x) a certificate of the Secretary of OGPA certifying as to (A) the resolutions of the board of directors of OGPA, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the other parties thereto transactions contemplated hereby, and (other than Orchid Asia)B) the names and signatures of the officers of OGPA authorized to sign this Agreement and the documents to be delivered hereunder; (xi) a certificate of the Manager of SMFL certifying as to (A) the resolutions of the manager of SMFL, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the name and signature of the manager of SMFL authorized to sign this Agreement and the documents to be delivered hereunder; and (vixii) copies of the Operating Assets Promissory Note duly adopted resolutions of the Board and the shareholders of the Company, duly certified executed by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySMFL.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) the Escrow Agreement duly executed by Seller; (ii) a ▇▇▇▇ of sale in the form of Exhibit B hereto/in form and substance satisfactory to Buyer (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit C hereto/in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) assignments in the form of Exhibit D hereto/in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer; (v) with respect to each Lease, an amount equal Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by Seller; (vi) a power of attorney in form and substance satisfactory to Buyer and duly executed by Seller; (vii) the Stock Subscription Agreement duly executed by Seller; (viii) the Registration Rights Agreement duly executed by Seller; (ix) the Seller Closing Certificate; (x) the FIRPTA Certificate; (xi) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.2(j) and Section 7.2(k); (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (xiii) Invention assignment agreements in a form acceptable to Buyer executed by those persons set forth on Schedule 3.2(a)(xiii). (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Cash Purchase Price less the Purchase Price Adjustment Escrow Amount and the Indemnification Escrow Amount by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to Buyer; (ii) The Purchased Stock; (iii) the Escrow Agreement duly executed by Buyer; (iv) the Assignment and Assumption Agreement duly executed by Buyer; (v) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer; (vi) the Stock Subscription Agreement duly executed by Buyer; (vii) the Registration Rights Agreement duly executed by Buyer; (viii) the Buyer Closing Certificate; (ix) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.3(h) and Section 7.3(i). (c) At the Closing, Buyer shall deliver to the bank account Escrow Agent: (i) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Company set forth Escrow Agent, to be held for the purpose of securing the obligations of Seller in SCHEDULE 2; andSection 2.6(c); (ii) the Shareholders Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, duly executed the “Indemnification Escrow Fund”) by Orchid Asia. (b) wire transfer of immediately available funds to accounts designated by the Company shall deliver or cause Escrow Agent, to be delivered to Orchid Asia: (i) a copy held for the purpose of securing the register indemnification obligations of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form Seller set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement ARTICLE VIII and the VIE Agreements), and each Restructuring Document shall have been entered into obligations of Seller in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia2.6(c); and (viiii) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy bill of sale and assignment and assumption agreement in form and substance reasonably satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the register Purchased Assets and the Assumed Liabilities; (ii) [reserved]; (iii) [reserved]; (iv) a certificate duly executed by the manager of Seller, certifying that attached thereto are true and complete copies of all resolutions adopted by the members and managers of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the Companytransactions contemplated hereby and thereby, dated as and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) copies of each approval, consent and waiver listed on Section 3.02(a)(v) of the Closing Date Seller Disclosure Schedules; (vi) such other customary instruments of transfer, assumption, filings or documents, in form and duly certified by the registered agent substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (vii) release of any Encumbrance listed on Section 4.08 of the CompanySeller Disclosure Schedules; and (viii) evidence of the consummation of the transactions contemplated in the SiVantage Asset Purchase Agreement (the “SiVantage Acquisition”). (b) At the Closing, evidencing that Buyer shall deliver to Seller the Subscription Shares have been issued following: (i) the Assignment and credited as fully-paid and registered under the name of Orchid AsiaAssumption Agreement duly executed by ▇▇▇▇▇; (ii) a copy certificate duly executed by the Secretary (or equivalent officer) of Buyer, certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a share certificate in party and the name of Orchid Asia, dated as consummation of the Closing Date transactions contemplated hereby and to be duly executed on behalf of thereby, and that all such resolutions are in full force and effect and are all the Company, evidencing Orchid Asia’s ownership of resolutions adopted in connection with the Subscription Shares;transactions contemplated hereby and thereby; and (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as evidence of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as consummation of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySiVantage Acquisition.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account all of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets; (ii) a copy general assignment and ▇▇▇▇ of a share certificate sale in the name form of Orchid Asia, dated as Exhibit A hereto (the “▇▇▇▇ of the Closing Date Sale”) and to be duly executed on behalf of by Seller, transferring the Company, evidencing Orchid Asia’s ownership of tangible personal property included in the Subscription SharesPurchased Assets to Buyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia assignment and dated as of the Closing Date, assumption agreement in the form set forth in EXHIBIT C heretoof Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as assumption by Buyer of the Closing Date, in Purchased Assets and the form set forth in EXHIBIT D heretoAssumed Liabilities; (iv) a copy an assignment in the form of this AgreementExhibit C hereto (the “Intellectual Property Assignment”) and duly executed by Seller, with transferring all executed Restructuring Documents attached as EXHIBIT E (including but not limited of Seller’s right, title and interest in and to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Intellectual Property Assets to Buyer; (v) a copy the Transition Services Agreement in the form of Exhibit D hereto (the Shareholders “Transition Services Agreement, ”) and duly executed by Seller; (vi) the Company Seller Closing Certificate; (vii) the FIRPTA Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(f) and Section 7.02(g); (ix) evidence that, contemporaneously with Closing, Seller has filed the required paperwork with the Secretary of State for the State of Texas and any other parties thereto Governmental Authority to change its name and d/b/a from “RE/MAX/KEMCO Partnership, L.P., d/b/a RE/MAX of Texas”; (other than Orchid Asia)x) the Software License Agreement duly executed by Seller; and (vixi) copies such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price; (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Transition Services Agreement duly executed by Buyer; (iv) the Buyer Closing Certificate; (v) the certificates of the duly adopted resolutions Secretary or Assistant Secretary of the Board Buyer required by Section 7.03(f) and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySection 7.03(g).

Closing Deliverables. At the Closing, (a) Orchid Asia At Closing, the Equityholder shall deliver (or cause to be delivered to the Company: (idelivered) to Buyer the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy bill of sale and assignment and assumption agreement, attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), effecting the assignment to Buyer of the register of members Purchased Assets and the assumption by Buyer of the CompanyAssumed Liabilities, dated as of the Closing Date and duly certified executed by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asiaeach Seller; (ii) a copy an intellectual property assignment agreement, attached hereto as Exhibit C (the “Intellectual Property Assignment Agreement”), transferring all rights, title and interest of a share certificate each Seller in the name of Orchid Asia, dated as of the Closing Date and to be Intellectual Property Registrations to Buyer, duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Sharesby each Seller; (iii) an opinion a lease agreement, attached hereto as Exhibit D (the “Lease Agreement”), effecting the lease of the Occupied Property to Buyer, duly executed by Pick One, LLC, a Georgia limited liability company; (iv) the ▇▇▇▇▇ Employment Agreement, duly executed by the Equityholder; (v) a duly completed and executed IRS Form W-9 from each Seller establishing that such Seller is exempt from U.S. back-up withholding; (vi) all Permits that are necessary for Buyer to conduct the Business as conducted by ▇▇▇▇▇▇▇ as of the Closing Date; (vii) an escrow agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by each Seller and the Escrow Agent; (viii) a certificate of the Equityholder or President (or equivalent officer) of each Seller, in form and substance acceptable to Buyer, certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors (or other governing body) of such Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, (B) the names and signatures of the officers of each Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder, (C) that attached thereto is a certificate of good standing of each Seller in each jurisdiction in which such Seller is formed or qualified to do business and (D) that attached thereto are true and complete copies of all Governing Documents of each Seller; (ix) executed counterparts of all notifications, filings, registrations, approvals, consents and waivers that are set forth in Section 4.03 of the Disclosure Schedules, on terms and in form reasonably satisfactory to Buyer; (x) copies of termination instruments, in form and substance normally satisfactory to Buyer, evidencing the termination of the agreements and documents set forth in Section 3.02(a)(x) of the Disclosure Schedules, in each case, with no further Liabilities with respect to the Purchased Assets or the Business; (xi) [Intentionally omitted]; (xii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the Transactions; and (xiii) copies of all Tax Returns referenced in Section 7.10(d); (b) At the Closing, Buyer shall deliver (or cause to be delivered) to the applicable Seller Parties the following: (i) the Seller Closing Payment, in the proportions set forth for each Seller in the Allocation Schedule; (ii) the Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇; (iii) the Intellectual Property Assignment Agreements, duly executed by ▇▇▇▇▇; (iv) the Lease Agreement, duly executed by ▇▇▇▇▇; (v) the ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Employment Agreement, duly executed by the Company and the other parties thereto ▇▇▇▇▇ (other than Orchid Asiaor its applicable Affiliate); and (vi) copies evidence that the R&W Policy will be bound upon consummation of the duly adopted resolutions of Closing. (c) At the Board and the shareholders of the CompanyClosing, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Buyer shall deliver to the Closing and, applicable Persons other than Sellers all deliverables to be made by it pursuant to Section 2.05 other than those set forth in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySection 3.02(b).

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy bill of sale in form and substance satisfactory to Buyer and Sellers (the register “Bill of members of the Company, dated as of the Closing Date Sale”) and duly certified executed by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇S▇▇▇▇▇▇, as Cayman Islands counsel transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in form and substance satisfactory to Buyer and Sellers (the “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Sellers, transferring all of Sellers’ right, title and interest in and to the CompanyIntellectual Property to Buyer; (iv) the Transition Services Agreement in form and substance satisfactory to Buyer (the “Transition Services Agreement”) and duly executed by Seller; (v) the License Agreement (the “License Agreement”) and duly executed by S▇▇▇▇▇; (vi) a certificate of the Secretary (or equivalent officer) of each Seller certifying as to (A) the resolutions of the board of directors or board of managers and, addressed if applicable, the shareholders or members of each Seller, which authorize the execution, delivery, and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignments, the Transition Services Agreement, the License Agreement and the other agreements, instruments, and documents required to Orchid Asia be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and dated the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of each Seller authorized to sign this Agreement and the other Transaction Documents; (vii) evidence satisfactory to Buyer of the release of the liens evidenced by UCC File No. 93759385, originally filed January 8, 2024, in favor of Prestige Capital Finance, LLC as secured party; (viii) payment to Buyer, in immediately available funds, via wire, of all Buyer Transaction Expenses accrued as of the Closing DateClosing, less $100,000.00; and (ix) such other customary instruments of transfer or assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver to Sellers the following: (i) a Promissory Note of Buyer, as lender, in favor of Parent, as borrower, in the principal aggregate amount of $10,000,000.00, in the form set forth in EXHIBIT C hereto, on Exhibit A (the “Promissory Note”); (ii) the Assignment and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to Assumption Agreement duly executed by B▇▇▇▇; (iii) the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoIntellectual Property Assignments duly executed by B▇▇▇▇; (iv) a copy of this Agreement, with all the Transition Services Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6;by B▇▇▇▇; and (v) a copy of the Shareholders Agreement, License Agreement duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyB▇▇▇▇.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy b▇▇▇ of sale in the register form of members Exhibit B hereto (the “B▇▇▇ of Sale”) duly executed by Seller, transferring the Company, dated as of tangible personal property included in the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit C hereto (the “Assignment and Assumption Agreement”) duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as Section 1445 of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoCode duly executed by Seller; (iv) a copy certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying (i) the names and signatures of the officers of Seller who are authorized to sign this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements)Transaction Documents and the other documents to be delivered hereunder and thereunder, (ii) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and each Restructuring Document shall have been entered into (iii) that all such resolutions are in accordance full force and effect and are all the resolutions adopted in connection with Section 5.6the transactions contemplated hereby and thereby; (v) a copy patent assignment agreement in the form of Exhibit D hereto (the “Patent Assignment Agreement”) duly executed by Seller, effecting the assignment to and assumption by Buyer of the Shareholders Business Patents; (vi) a transition services agreement in the form of Exhibit E hereto (the “Transition Services Agreement”), duly executed by the Company and the other parties thereto (other than Orchid Asia); andSeller; (vivii) copies the Escrow Agreement in the form of Exhibit F hereto (the “Escrow Agreement”), duly executed by Seller; (viii) a trademark assignment agreement in the form of Exhibit G hereto (the “Trademark Assignment Agreement”) duly executed by Seller, effecting the assignment to and assumption by Buyer of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.trademarks specified therein;

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit B attached hereto (the "▇▇▇▇ of the Company, dated as of the Closing Date Sale") and duly certified executed by Sellers, transferring the registered agent of tangible personal property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit C attached hereto (the "Assignment and Assumption Agreement") and duly executed by Sellers, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignments in the form of Exhibit D attached hereto (the "Intellectual Property Assignments") and duly executed by Sellers, transferring all of Sellers' right, title and interest in and to the Intellectual Property Assets to Buyer; (iv) Leases satisfactory to Buyer in its sole discretion and duly executed by the respective owners of the real property ("Real Property") of the ▇▇▇▇▇▇ Premises, the ▇▇▇▇▇▇▇▇▇ Premises and the Kenedy Premises substantially in the form attached as Exhibit E-1, Exhibit E-2 and Exhibit E-3 attached hereto and a lease or an assignment of lease with respect to the premises of approximately 4.723 acres in ▇▇▇▇▇▇ City, Texas with terms satisfactory to Buyer (each, a "Lease" and collectively, the "Leases"); (v) with respect to each Principal, the Noncompetition, Non-Disclosure and Non-Solicitation Agreement substantially in the form of Exhibit F attached hereto (the "Noncompetition Agreement"); (vi) with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, employment agreement substantially in the form of Exhibit G attached hereto (the "Herricks Employment Agreement"); (vii) with respect to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the consulting and board services agreement substantially in the form of Exhibit H attached hereto (the "Herricks Consulting Agreement"); (viii) with respect to ▇▇▇▇ ▇▇▇▇, the consulting agreement substantially in the form of Exhibit I attached hereto (the “Long Consulting Agreement”) (ix) with respect to ▇▇▇▇▇▇▇▇, the consulting and board services agreement substantially in the form of Exhibit J attached hereto (the "▇▇▇▇▇▇▇▇ Consulting Agreement"); (x) the Stockholders Agreement substantially in the form of Exhibit K attached hereto (the "Stockholders Agreement"); (xi) with respect to the Herricks Employment Agreement and the Herricks Consulting Agreement, the pledge agreement substantially in the form of Exhibit L attached hereto (the "Pledge Agreement"); (xii) the services agreement substantially in the form of Exhibit M attached hereto (the "Services Agreement"); (xiii) a power of attorney substantially in the form of Exhibit N attached hereto (the "Power of Attorney") and duly executed by Sellers; (xiv) the Sellers' Closing Certificate substantially in the form of Exhibit O attached hereto (the "Sellers' Closing Certificate"); (xv) the certificates of the Secretary of each Seller required by Section 7.02(k) and Section 7.02(l) substantially in the form of Exhibit P (the "Sellers' Secretaries Certificates"); (xvi) the Closing Statement substantially in the form of Exhibit R attached hereto (the “Closing Statement”); (xvii) the Disclosure Schedules; and (xviii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Sellers the following: (i) the Closing Payment by wire transfer as set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in Statement; (ii) the form set forth in EXHIBIT D heretoAssignment and Assumption Agreement duly executed by Buyer; (iii) Intellectual Property Assignments duly executed by Buyer; (iv) a copy of this Agreement, with all Leases duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Agreement, Noncompetition Agreement duly executed by Buyer; (vi) the Company Herricks Employment Agreement duly executed by Buyer; (vii) the Consulting Agreements duly executed by Buyer; (viii) the Stockholder Agreement duly executed by Buyer; (ix) the Services Agreement duly executed by Buyer; (x) the certificates of the Secretary of Buyer required by Section 7.03(h) and Section 7.03(i) substantially in the other parties thereto form of Exhibit S attached hereto; (other than Orchid Asiaxi) Buyer's Closing Certificate substantially in the form of Exhibit T attached hereto (the "Buyer's Closing Certificate"); and (vixii) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyPromissory Note.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a bill of sale in the form of Exhibit A attached hereto (the “Bill of Sale”) and duly executed by ▇▇▇▇▇▇; (ii) An assignment by Seller and assumption by ▇▇▇▇▇ of all Purchased Assets in the form of Exhibit B attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller and Buyer; (iii) a 510(k) assignment agreement in the form of Exhibit C attached hereto and duly executed by Seller, effecting the assignment to Buyer of the extent not previously deliveredmarket clearance for the “Streamway Fluid Management System” issued by the US Food and Drug Administration (“FDA”) and having a “510(k) Number” of K090759; (iv) a trademark assignment agreement in the form of Exhibit D attached hereto and duly executed by Seller, effecting the assignment to Buyer of the trademark; (v) patent assignment agreement in the form of Exhibit E attached hereto and duly executed by Seller, effecting the assignment to Buyer of the patents that are Purchased Assets (the “Patent Assignment”); (vi) an amount equal IRS Form W-9 duly executed by ▇▇▇▇▇▇; and (vii) a certificate of the President and Chief Executive Officer of Seller certifying as to (A) the Subscription resolutions of the board of directors of Seller, which authorize the execution, delivery, and performance of this Agreement, the Assignment and Assumption Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and (B) the names and signatures of the officers of the Seller authorized to sign this Agreement and the other Transaction Document. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andfunds; (ii) the Shareholders Agreement, Assignment and Assumption Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (viiii) copies a certificate of the duly adopted Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board board of directors and shareholder(s) of Buyer, which authorize the shareholders execution, delivery, and performance of the Company, duly certified by any authorized signatory of the Company, approving this Agreement and the Transaction Documents and the consummation of the transactions contemplated thereby hereby and adopting thereby, and (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyTransaction Documents.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit A hereto (the “▇▇▇▇ of the Company, dated as of the Closing Date Sale”) and duly certified executed by Seller, transferring the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignment in the form of Exhibit C hereto (the “Intellectual Property Assignment”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the patents and patent applications, and other intellectual property listed on Schedule 1.01 included in the Purchased Assets (the “Transferred Intellectual Property”) to Buyer; (iv) an Assignment and Assumption of Lease in the form of Exhibit D hereto (the “Assignment and Assumption of Lease”), duly executed by Seller; (v) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (vi) Employment Agreements in the form of Exhibit E hereto, executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇of Seller (the “Employment Agreements”); (vii) the Manufacturing Agreement in the form of Exhibit F hereto (the “Manufacturing Agreement”), duly executed by Seller; (viii) releases of all security interests on the Purchased Assets; (ix) a certificate as Cayman Islands counsel to the Company, addressed to Orchid Asia and good standing of Seller from the State of Maine; (x) A preliminary Closing Working Capital Statement dated as of a date not earlier than one business day prior to the Closing; and (xi) the Transitional Services Agreement, duly executed by Seller (b) At the Closing, Buyer shall deliver to Seller the following: (i) Five hundred thousand dollars ($500,000) by wire transfer of immediately available federal funds to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Assignment and Assumption Agreement, in duly executed by Buyer; (iii) the form set forth in EXHIBIT C heretoAssignment and Assumption of Lease, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto;duly executed by Buyer (iv) a copy of this Agreementthe Employment Agreements, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Manufacturing Agreement, duly executed by Buyer; (vi) a certificate of the Company Secretary of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the other parties thereto transactions contemplated hereby, and (other than Orchid Asia)B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder; and (vivii) copies of the duly adopted resolutions of the Board and the shareholders of the CompanyTransitional Services Agreement, duly certified executed by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.Buyer

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in the form of Exhibit B (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) assignments in the form of Exhibit D (the “Intellectual Property and Technology Assignments”) and duly executed by Seller, transferring all of Seller’s right, title, and interest in and to the Intellectual Property Assets and the Technology to Buyer; (iv) a transition services agreement in the form of Exhibit E (the “Transition Services Agreement”); (v) the Sublease dully executed by Seller; (vi) a complete Business Employee Census, an updated Schedule 1.1(a), to the extent not previously deliveredapplicable and all items required to be made available to Buyer pursuant to Section 4.17(a); (vii) the Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.2(j) and Section 7.2(k); and (x) such other customary instruments of transfer, an amount equal assumption, filings, or documents, in form and substance reasonably satisfactory to Buyer, as may be reasonably required to give effect to this Agreement. (b) At the Subscription Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price by wire transfer of immediately available funds to an account or accounts designated in U.S. dollars writing by Seller to the bank account of the Company set forth in SCHEDULE 2; andBuyer; (ii) the Shareholders Agreement, Assignment and Assumption Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoTransition Services Agreement; (iv) a copy of this Agreement, with all the Sublease duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer Closing Certificate; and (vi) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of the Board Buyer required by Section 7.3(f) and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySection 7.3(g).

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale in the register form of members Exhibit A hereto (the “▇▇▇▇ of the Company, dated as of the Closing Date Sale”) and duly certified executed by Sellers, transferring the registered agent of tangible personal property included in the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) a copy of a share certificate an assignment and assumption agreement in the name form of Orchid AsiaExhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia trademark and dated as of the Closing Date, domain name assignments in the form set forth of Exhibit C-1 and C-2 hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed Intellectual Property Assets to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) with respect to each parcel of Owned Real Property, a copy of this Agreementbargain and sale deed with covenants against grantor’s acts in form and substance satisfactory to Buyer (each, with all a “Deed”) and duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to and notarized by the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6applicable Seller; (v) a copy with respect to each Deed, New York State and New York City real property transfer tax returns duly executed and notarized by the applicable Seller; (vi) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the applicable Seller; (vii) with respect to each Lease, the consent to the assignment of such Lease by the applicable Seller to Buyer, duly executed by the applicable landlord or lessor; (viii) with respect to each Lease, an estoppels certificate executed by each landlord or lessor in form and substance reasonably acceptable to Buyer; (ix) Consulting Agreements in the form of Exhibit D hereto (the “Consulting Agreements”) and duly executed by the individuals named therein; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) the certificates of the Shareholders Secretary or Assistant Secretary of Sellers required by Section 7.02(k) and Section 7.02(l); and (xiii) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement (b) At the Closing, Buyer or the Parent, as the case may be, shall deliver to Seller the following: (i) the Closing Cash Payment; (ii) the Units; (iii) the Assignment and Assumption Agreement, duly executed by Buyer; (iv) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer; (v) the Company Consulting Agreements, duly executed by Buyer; (vi) the Non-Competition Agreement, duly executed by Buyer; (vii) the Buyer Closing Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(h) and the other parties thereto (other than Orchid AsiaSection 7.03(i); and (viix) copies of the duly adopted resolutions of the Board and the shareholders of the Companysuch other customary instruments, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing andfilings or documents, in the case of the resolutions of the shareholders of the Companyform and substance reasonably satisfactory to Sellers, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) the Escrow Agreement duly executed by Seller; (ii) a bill of sale in the form of Exhibit B attached to this Agreement (the “Bill of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (iii) an assignment and assumption agreement in the form of Exhibit C attached to this Agreement (“Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and undertaking and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) assignments in the form of Exhibit D-1 and Exhibit D-2 attached to this Agreement (the “Intellectual Property Assignments” and “Patent Assignments,” respectively) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer; (v) with respect to each Lease, an amount equal Assignment and Assumption of Lease (each, an “Assignment and Assumption of Lease”) or Sublease Agreement (“Sublease Agreement”), each in form and substance satisfactory to Buyer, and duly executed by Seller, and consented to by applicable landlords; (vi) the Subscription Transition Services Agreement in the form of Exhibit E attached to this Agreement (the “Transition Services Agreement”) and duly executed by Seller; (vii) the Seller Closing Certificate; (viii) the FIRPTA Certificate; (ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(j) and Section 7.02(k); and (x) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price less the Indemnification Escrow Amount by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to the bank account of the Company set forth in SCHEDULE 2; andBuyer; (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid Asia▇▇▇▇▇; (iii) the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; (iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by ▇▇▇▇▇; (v) the Transition Services Agreement duly executed by ▇▇▇▇▇; (vi) the Buyer Closing Certificate; (vii) the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(g) and Section 7.03(h). (bc) At the Company Closing, Buyer shall deliver or cause to be delivered to Orchid Asiathe Escrow Agent: (i) a copy the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) by wire transfer of the register of members of the Company, dated as of the Closing Date and duly certified immediately available funds to accounts designated by the registered agent Escrow Agent, to be held for the purpose of securing the Company, evidencing that the Subscription Shares have been issued indemnification obligations of Seller set forth in ARTICLE VIII; and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Escrow Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. At The following deliveries shall be made at the Closing,: (a) Orchid Asia Seller shall deliver deliver, or cause to be delivered delivered, to Buyer or the Title Company, as applicable: (i) with respect to each parcel of Owned Real Property, a duly executed deed substantially in the form of Exhibit D (each, a “Deed”), conveying the fee estate in such Real Property, subject to the extent not previously deliveredPermitted Liens, an amount equal to with such modifications as are required by local Law so that such Deed will be in recordable form and be the Subscription Price by wire transfer equivalent of immediately available funds a so-called “special warranty” deed in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andsuch local jurisdiction; (ii) with respect to each Real Property, a duly executed counterpart to an assignment of Leases in the Shareholders form of Exhibit E (each, a “Lease Assignment”) duly executed by Seller, conveying Seller’s right, title and interest in the Leases for each Real Property to Buyer; (iii) with respect to each Leased Real Property, a duly executed counterpart to an assignment of the Ground Lease in the form of Exhibit F (each, a “Ground Lease Assignment”) duly executed and acknowledged in recordable form by Seller, conveying Seller’s interest in the applicable Real Property to Buyer; (iv) a duly executed ▇▇▇▇ of sale, substantially in the form of Exhibit G, transferring to Buyer all of Seller’s right, title and interest in, to and under the Furnishings and personal property listed in Section 2.5(a)(iv) of the Disclosure Schedule; (v) a duly executed counterpart to an assignment and assumption agreement, substantially in the form of Exhibit H (the “Assignment and Assumption”), transferring to Buyer all of Seller’s right, title and interest in, to and under the Assigned Contracts, Miscellaneous Shopping Center Assets, assignable Permits and Transferred Intellectual Property and evidencing Buyer’s assumption of the Assumed Liabilities; (vi) a duly executed counterpart to the Transition Services Agreement in the form of Exhibit I (the “Transition Services Agreement”); (vii) a duly executed counterpart to the PDC Office Lease in the form of Exhibit J (the “PDC Office Lease”); (viii) a duly executed counterpart to any document to be executed at Closing (if any) by Seller or any of its Affiliates in connection with obtaining the Required Tenant Waivers in respect of the Shopping Centers to be transferred at the Closing; (ix) a duly executed tenant letter signed by Seller addressed to the Tenants under the Leases advising such Tenants of the sale of the applicable Real Property to Buyer, the transfer of such tenant’s security deposit to Buyer, and directing that all future rent payments and other charges under the Leases be forwarded to Buyer at an address to be supplied by Buyer; (x) a certificate dated the Closing Date, duly executed by an authorized officer of Seller, certifying Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b) and any applicable state or local Law equivalents; (xi) a duly executed tax declaration or similar document (or counterparts thereto, as applicable) required to be executed by a “seller” or “grantor” in connection with any transfer, stamp, excise or similar Tax imposed by a state, county or city in connection with the Closing; (xii) two (2) counterparts to the Indemnity Escrow Agreement, duly executed by Orchid Asia.Seller; (bxiii) a Title Policy for each parcel of Real Property, or the irrevocable written commitment of the Title Company shall deliver or cause to be delivered issue the Title Policy, subject only to Orchid Asia:Permitted Liens; (ixiv) a copy statement, setting forth Seller’s calculation of the register Final Purchase Price (including the components of members such calculation described in the definition thereof), and attaching an Estimated Cost-to-Complete Report (collectively with such attachment, the “Closing Statement”); (xv) those certain Tenant Waivers set forth in Section 2.5(a)(xv) of the CompanyDisclosure Schedule (collectively, the “Required Tenant Waivers”); (xvi) those certain estoppel certificates received by Seller with respect to the Leases (with Seller as Lessor) and Leased Real Property (with Seller as Lessee) referenced in such certificates, each of which are dated on or after November 1, 2014 (collectively, the “Required Estoppels”); and (xvii) if elected by Seller, those certain Seller certificates with respect to the Leases (with Seller as Lessor) and Leased Real Property (with Seller as Lessee) referenced in such certificates, each of which is dated as of the Closing Date and duly certified (collectively, the “Seller Certificates”), which certificates may cover up to twenty percent (20%) of the occupied aggregate square footage not occupied by the registered agent of Major Tenants. (b) Buyer shall deliver, or cause to be delivered, to Seller or the Title Company, evidencing that as applicable: (i) the Subscription Shares have been issued and credited as fully-paid and registered under Final Purchase Price (less the name of Orchid AsiaDeposit), in accordance with Section 2.3(a); (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of counterpart to the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssignment and Assumption; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel a duly executed counterpart to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoeach Ground Lease Assignment; (iv) a copy of this Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited counterpart to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Transition Services Agreement; (v) a copy duly executed counterpart to the PDC Office Lease; (vi) a duly executed counterpart to any document to be executed at the Closing (if any) by Buyer or any of its Affiliates in connection with obtaining the Required Estoppels in respect of the Shareholders Tenants of the Shopping Centers; (vii) a duly executed counterpart to any document to be executed at the Closing (if any) by Buyer or any of its Affiliates in connection with obtaining the Required Tenant Waivers in respect of the Tenants of the Shopping Centers; (viii) a duly executed tax declaration or similar document (or counterparts thereto, as applicable) required to be executed by a “buyer” or “grantee” in connection with any transfer, stamp, excise or similar Tax imposed by a state, county or city in connection with the Closing; (ix) copies of the bonds, letters of credit and other undertakings being delivered by Buyer sufficient, as determined by Seller in its reasonable discretion, to effectuate the release of the Project Bonds as contemplated by Section 5.8; and (x) two (2) counterparts to the Indemnity Escrow Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyBuyer.

Closing Deliverables. (a) At the Closing, , Seller shall (aand the Stockholder shall cause Seller to) Orchid Asia shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, Escrow Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaSeller; (ii) a copy b▇▇▇ of a share certificate sale in form and substance satisfactory to Buyer (the “B▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the name of Orchid Asia, dated as of the Closing Date and Purchased Assets to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) assignments in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer; (v) with respect to each parcel of Owned Real Property, a grant, bargain and sale deed in form and substance satisfactory to Buyer (each, a “Deed”) and duly executed and notarized by Seller; (vi) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by Seller; (vii) the Employment Agreement, duly executed by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇; (viii) the Restrictive Covenant Agreement duly executed by Seller and each Stockholder; (ix) a power of attorney in form and substance satisfactory to Buyer and duly executed by Seller; (x) the Seller Closing Certificate; (xi) the FIRPTA Certificate; (xii) with respect to each parcel of Owned Real Property, the Real Property Purchase Agreement, duly executed by Seller; (xiii) the Certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(k) and Section 7.02(l); (xiv) such other customary instruments of transfer, assumption, filings or documents (including the Endorsements), in form and substance satisfactory to Buyer, as Cayman Islands counsel may be required to give effect to this Agreement; and (xv) a State of Nevada Declaration of Value form for each Deed delivered by Seller listing the Company, addressed to Orchid Asia and dated as portion of the Closing DatePurchase Price allocated to each parcel of Owned Real Property conveyed by such Deed (the “Declaration of Value”) and duly executed by Seller. (b) At the Closing, in Buyer shall deliver to Seller the form set forth in EXHIBIT C hereto, following: (i) the Purchase Price less the Escrow Amount; (ii) the Escrow Agreement duly executed by Buyer; (iii) the Assignment and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer; (iv) a copy with respect to each Lease, an Assignment and Assumption of this Agreement, with all Lease duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy the Employment Agreement duly executed by Buyer; (vi) the Buyer Closing Certificate; (vii) the certificates of the Shareholders Secretary or Assistant Secretary of Buyer required by Section 7.03(h) and Section 7.03(i); (viii) with respect to each parcel of Owned Real Property, the Real Property Purchase Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (viix) copies the Declaration of the duly adopted resolutions of the Board and the shareholders of the CompanyValue, duly certified executed by any authorized signatory of Buyer. (c) At the CompanyClosing, approving Buyer shall deliver the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior Escrow Amount to the Closing and, in Escrow Agent pursuant to the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyEscrow Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit A hereto (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”) duly executed by Seller; (ii) an Intellectual Property Assignment substantially in the form of Exhibit B (the “Intellectual Property Assignment”) duly executed by Seller; (iii) a Commercial Agreement substantially in the form of Exhibit C (the “Commercial Agreement”) duly executed by Seller; (iv) a Transition Services Agreement substantially in the form of Exhibit D (the “Transition Services Agreement”) duly executed by Seller; (v) the FDA Letters; (vi) a fully executed and assignable supply agreement (the “KHAPZORY™ Supply Agreement”) between Seller and the active pharmaceutical ingredient (“API”) manufacturer for KHAPZORY™ for supply of such API, for a period of no less than five (5) years from the date thereof with pricing and other terms no less favorable than Seller’s existing supply arrangement for KHAPZORY™ API; (vii) the Seller Closing Certificate; and (viii) the Escrow Agreement duly executed by Seller and the Escrow Agent. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Upfront Purchase Price less the Escrow Amount; (ii) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement duly executed by Buyer; (iii) the Intellectual Property Assignment duly executed by Buyer; (iv) the Commercial Agreement duly executed by Buyer; (v) the Transition Services Agreement duly executed by Buyer; (vi) the FDA Letters; (vii) the Buyer Closing Certificate; (viii) a counterpart signature page to the extent not previously deliveredEscrow Agreement duly executed by Buyer; and (ix) all other documents, an amount equal certificates, instruments or writings expressly required to be delivered by Buyer at or prior to the Subscription Price Closing pursuant to this Agreement. (c) At the Closing, Buyer shall deliver to the Escrow Agent the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”) by wire transfer of immediately available funds in U.S. dollars to the bank account of or accounts designated in writing by the Company set forth in SCHEDULE 2; and (ii) the Shareholders AgreementEscrow Agent, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy held for the purpose of the register paying any cancellation fees or penalties for cancellation of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into any POs in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby8.08.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy stock power in the form of Exhibit B hereto and duly executed by each Seller, effecting the assignment to Buyer of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Units; (ii) a copy copies of a share certificate all consents, approvals, waivers, pay off letters, releases, Form UCC-3 terminations, and authorizations referred to in the name of Orchid Asia, dated as Section 2.02(a)(ii) of the Closing Date and Disclosure Schedules, or such other evidence that all Indebtedness of Full Moon has been satisfied prior to be duly executed on behalf of the CompanyClosing, evidencing Orchid Asia’s ownership of the Subscription Sharesin each such case satisfactory to Buyer; (iii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that each Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code duly executed by such Seller; (iv) a certificate of a manager or officer of Full Moon of Full Moon certifying as to (A) the authorization, resolutions or approvals of the members of Full Moon, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the documents to be delivered hereunder and the transactions described herein; (B) the certificate of formation and operating agreement of Full Moon, including all amendments thereto, each as in effect as of immediately prior to the Closing; and (C) the names and signatures of the managers, officers or members of Full Moon authorized to sign the documents to be delivered by Full Moon hereunder; (v) the Funds Flow Agreement (the “Funds Flow”), duly executed by each Seller, the final form of which is attached hereto as Exhibit C; (vi) the Lock-Up Letter Agreements (the “Lock-Up Agreements”), the substantially final form for the Sellers of which is attached hereto as Exhibit D, duly executed by each such Seller; (vii) a copy of the employment agreements by and between Full Moon and each of Sansoni and Kropenick (each, an opinion “Employment Agreement”), the substantially final form for each such Person of ▇▇▇▇which is attached hereto as Exhibit E, duly executed by each such Seller; (viii) a release by in favor of Full Moon in a form acceptable to Buyer, duly executed by each Seller; (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (x) a copy of the governing documents of Full Moon, the membership minutes or ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇of Full Moon, as Cayman Islands counsel and the record books and equity ledgers relating to the Companyorganization, addressed ownership and maintenance of Full Moon, in each case, to Orchid Asia and dated as the extent in Full Moon’s possession; (xi) all of the Closing Datefinancial and accounting records, documents, files, memoranda and other material papers relating exclusively to Full Moon (other than those records which Sellers are required to keep by Law), in each case, to the form extent in Full Moon’s possession, with the Sellers or members making and keeping such copies as are necessary for their respective records; (b) At the Closing, Buyer or OEG (as applicable) shall deliver (or cause to be delivered) to Sellers the following: (i) the Funds Flow, duly executed by Buyer; (ii) the Closing Cash set forth in EXHIBIT C hereto, and an opinion Section 1.02(b)(ii) by wire transfer of Beijing Dentons Law Offices, LLP, as PRC counsel immediately available funds to the Company, addressed to Orchid Asia and dated accounts of Sellers as of set forth on the Funds Flow; (iii) the Closing Date, in the form Stock Consideration set forth pursuant to Section 1.02(b)(iii) and in EXHIBIT D heretoaccordance therewith; (iv) a copy of this Agreementthe Lock-Up Agreements, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by OEG; (v) a copy of the Shareholders AgreementEmployment Agreements, duly executed by Full Moon (as of the Company and the other parties thereto (other than Orchid AsiaClosing a wholly-owned subsidiary of Buyer); and (vi) copies a certificate of the duly adopted Secretary or Assistant Secretary (or equivalent officer) of each Buyer Party certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer Party, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of this Agreement, the Company, approving the Transaction Documents documents to be delivered hereunder and the transactions contemplated thereby described herein; (B) the articles of incorporation and adopting the Amended Articles effective no later than bylaws of each Buyer Party, including all amendments thereto, each as in effect as of immediately prior to the Closing andClosing; and (C) the names and signatures of officers of the Buyer Parties authorized to sign this Agreement and the documents to be delivered hereunder; (vii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to the case of the resolutions of the shareholders of the CompanySellers, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders as may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebybe required to give effect to this Agreement.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a bill of sale in the form of Exhibit C attached to the extent not previously deliveredLipase Acquisition Agreement, mutatis mutandis (the “Bill of Sale”) duly executed by Seller, transferring the Inventory, Acquired Books and Records, and any other tangible Purchased Assets to Buyer; (ii) an amount equal assignment and assumption agreement in the form of Exhibit D to the Subscription Lipase Acquisition Agreement, mutatis mutandis (the “Assignment and Assumption Agreement”) duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in the form of Exhibit E to the Lipase Acquisition Agreement, mutatis mutandis (the “Patent Assignment”) duly executed by Seller, transferring all of Seller’s right, title, and interest in and to the Purchased Patents to Buyer; (iv) a license agreement in the form of Exhibit F to the Lipase Acquisition Agreement, mutatis mutandis (the “Expression System License Agreement” and, collectively with this Agreement, the Assignment and Assumption Agreement, and the Patent Assignment, the “Transaction Documents”) duly executed by Seller; and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (v) a properly completed IRS Form W-9. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇; (ii) the Patent Assignment duly executed by ▇▇▇▇▇; (iii) the Expression System License Agreement duly executed by ▇▇▇▇▇; and (iv) the Initial Purchase Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into Seller in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed wire transfer instructions provided by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately Seller to Buyer in writing [***] prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyClosing.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Sellers shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”) and duly executed by Sellers, transferring the Tangible Personal Property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) and duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) assignments in the form of Exhibit C hereto (the “Intellectual Property Assignments”) and duly executed by Sellers, transferring all of Sellers’ right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer; (iv) with respect to the Lease of Real Property, an amount equal Assignment and Assumption of Lease in the form of Exhibit D hereto (the “Assignment and Assumption of Lease”) and duly executed by Sellers; (v) the Transition Services Agreement in the form of Exhibit E hereto (the “Transition Services Agreement”) and duly executed by Sellers; (vi) the Seller Closing Certificate; (vii) the FIRPTA Certificate; (viii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.2(i); (ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (x) an assignment for the Subscription Price Patents identified in Section 4.11 of the Disclosure Schedules in the form of Exhibit F hereto and duly executed by ▇▇▇▇. (b) At the Closing, Buyer shall deliver to Sellers the following: (i) $17,500,000 by wire transfer of immediately available funds in U.S. dollars to the bank account designated in a consent letter to be executed by Silicon Valley Bank, Seller Group and Terametrix in form satisfactory to Buyer; provided, however, that Buyer shall have no obligation to initiate such wire until its receipt of the Company set forth in SCHEDULE 2; andsuch fully executed consent letter; (ii) the Shareholders Agreement, Assignment and Assumption Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesBuyer; (iii) an opinion the Assignment and Assumption of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoLease duly executed by Buyer; (iv) a copy of this Agreement, with all the Transition Services Agreement duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer Closing Certificate; and (vi) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of the Board and the shareholders of the Company, duly certified Buyer required by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySection 7.3(f).

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Transferor shall deliver or cause to be delivered to Transferee the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy ▇▇▇▇ of sale, assignment and assumption agreement substantially in the form of Exhibit B hereto (the “▇▇▇▇ of Sale”), executed by Transferor and any of its Subsidiaries other than Transferred Subsidiaries that hold Transferred Assets or Assumed Liabilities, effecting the assignment to and assumption by Transferee and any such Subsidiaries of the register of members of Transferred Assets and the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaAssumed Liabilities; (ii) a copy stock certificates evidencing 100% of a share certificate Transferor’s and/or its applicable Subsidiaries’ interests in the name (A) DigiCore Holdings Ltd, (B) R.E.R. Enterprises, Inc., and (C) Novatel Wireless Solutions, Inc., free and clear of Orchid Asiaall Liens, dated as duly endorsed in blank or accompanied by stock powers or other instruments of the Closing Date and to be transfer duly executed on behalf of the Companyin blank, evidencing Orchid Asia’s ownership of the Subscription Shareswith all required stock transfer tax stamps affixed thereto; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, assignments substantially in the form set forth in EXHIBIT of Exhibit C heretohereto (the “Intellectual Property Assignments”), and an opinion each executed by Transferor or the applicable Subsidiary of Beijing Dentons Law OfficesTransferor, LLPtransferring all of Transferor’s (or such Subsidiary’s, as PRC counsel applicable) right, title and interest in and to the Companytrademark registrations and applications, addressed to Orchid Asia patents and dated as of the Closing Datepatent applications, copyright registrations and applications and domain name registrations included in the form set forth in EXHIBIT D heretoTransferred Assets to Transferee; (iv) a copy the Assignment and Assumption of this AgreementLease Agreements, with all each executed Restructuring Documents attached as EXHIBIT E (including but not limited to by Transferor or the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6applicable Subsidiary of Transferor; (v) a copy copies of all consents, approvals, waivers and authorizations referred to in Section 2.04(a)(vi) of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia)Disclosure Schedules; and (vi) such other agreements, assignments, leases, subleases, documents or instruments as the parties agree are necessary or desirable to achieve the purposes set forth in this Agreement and the Ancillary Agreements, executed by Transferor and/or its applicable Subsidiaries. (b) At the Closing, Transferee shall deliver to Transferor the following: (i) stock certificates evidencing the Shares, free and clear of all Liens, 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; (ii) the ▇▇▇▇ of Sale, executed by Transferee; (iii) the Assignment and Assumption of Lease Agreements, executed by Transferee; (iv) copies of the duly adopted resolutions all consents and authorizations referred to in Section 2.04(b)(iv) of the Board Disclosure Schedules; and (v) such other agreements, assignments, leases, subleases, documents or instruments as the parties agree are necessary or desirable to achieve the purposes set forth in this Agreement and the shareholders of the CompanyAncillary Agreements, duly certified executed by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyTransferee.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) to an assignment and b▇▇▇ of sale in the extent not previously delivered, an amount equal to form of Exhibit A hereto (the Subscription Price by wire transfer “B▇▇▇ of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (iiSale”) the Shareholders Agreement, and duly executed by Orchid Asia. (b) Seller, effecting and assignment and transferring the Company shall deliver or cause Purchased Assets to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaBuyer; (ii) a copy of a share certificate an assignment(s) in the name form of Orchid AsiaExhibit B hereto (the “Intellectual Property Assignments”) and duly executed by Seller, dated as transferring all of the Closing Date Seller’s right, title and interest in and to be duly executed on behalf of the CompanyTrade Name, evidencing Orchid Asia’s ownership of the Subscription Shares“THE GREEN ROOM”, and domain name registrations included in the Purchased Assets to Buyer; (iii) an opinion copies of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇all consents, as Cayman Islands counsel approvals, waivers and authorizations referred to the Company, addressed to Orchid Asia and dated as in Section 3.02 of the Closing DateDisclosure Schedules, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel including but not limited to the Company, addressed to Orchid Asia and dated as a unanimous written consent of the Closing Date, in the form set forth in EXHIBIT D heretoboard of directors of Seller approving and authorizing this Agreement; (iv) a copy certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of this Agreement, with all Section 1445 of the Internal Revenue Code duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Seller; (v) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a copy duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the Shareholders Agreementpayment in full or other satisfaction of any taxes owed by Seller in those jurisdictions; (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly executed by adopted and in effect, which authorize the Company execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (vii) such other parties thereto (other than Orchid Asia)customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (vib) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price; (ii) copies of all consents and authorizations referred to in Section 4.02 of the duly adopted Disclosure Schedules; and (iii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a bill of sale and assignment and assumption agreement in form and substance reasonably satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (ii) [reserved]; (iii) one or more assignments in form and substance reasonably satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredBusiness IP Assets to Buyer; (iv) a certificate duly executed by the Secretary (or equivalent officer) of Seller, an amount equal certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (v) each Employment Agreement, duly executed by the employee party thereto; (vi) copies of each approval, consent and waiver listed on ‎Section 3.02(a)(vi) of the Seller Disclosure Schedules; (vii) a Stock Pledge Agreement in the form mutually agreed upon by both Parties to grant a security interest in the Pledged Shares, as set forth in ‎Section 2.05(c) of this Agreement (the “Stock Pledge Agreement”); (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (ix) release of any Encumbrance listed on ‎Section 4.08 of the Seller Disclosure Schedules; and (x) evidence of the consummation of that certain asset purchase transaction by and between SIMPL Medical, LLC and Buyer relating to the Subscription Price Magnum intellectual property and products (the “SIMPL Acquisition”). (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Closing Cash Payment by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to the bank account of the Company set forth in SCHEDULE 2; andBuyer; (ii) the Shareholders Initial Shares accompanied by a stock power (subject to the Stock Pledge Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares); (iii) an opinion of the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ; (iv) the Employment Agreements, duly executed by ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy copies of each approval, consent and waiver listed on ‎Section 3.02(b)(v) of the Shareholders Agreement, Buyer Disclosure Schedules; (vi) a certificate duly executed by the Company Secretary (or equivalent officer) of Buyer, certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other parties thereto (other than Orchid Asia)Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (vivii) copies evidence of the duly adopted resolutions consummation of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySIMPL Acquisition.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Parent and Seller shall deliver or cause to be delivered to Buyer the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asiafollowing: (i) a copy b▇▇▇ of sale in a form satisfactory to the register parties hereto (the “B▇▇▇ of members of the Company, dated as of the Closing Date Sale”) and duly certified executed by Parent and Seller, transferring the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid AsiaPurchased Assets to Buyer; (ii) an assignment and assumption agreement in a copy of a share certificate in form satisfactory to the name of Orchid Asiaparties hereto (the “Assignment and Assumption Agreement”) and duly executed by Parent and Seller, dated as effecting the assignment to and assumption by Buyer of the Closing Date Purchased Assets and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesAssumed Liabilities; (iii) an opinion assignment in a form satisfactory to the parties hereto (the “Intellectual Property Assignment”) and duly executed by Parent and Seller, transferring all of Parent’s and Seller’s right, title and interest in and to the trademark registrations, copyright registrations and domain name registrations included in the Purchased Assets to Buyer; (iv) a Transition Services Agreement in a form satisfactory to the parties hereto (the “Transition Services Agreement”) and duly executed by Parent and Seller; (v) a License Agreement in a form satisfactory to the parties hereto (the “License Agreement”) and duly executed by Parent and Seller; (vi) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the member and/or board of managers of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (vii) the Style Advisor List and the Customer List. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price (which shall be paid pursuant to the wire transfer instructions attached hereto as Schedule 1.05); (ii) the Assignment and Assumption Agreement duly executed by Buyer; (iii) the Transition Services Agreement duly executed by Buyer; (iv) the License Agreement duly executed by Buyer; (v) evidence of satisfactory employment arrangements between Buyer and each of M▇▇▇▇▇▇▇ ▇▇▇▇▇, E▇▇▇▇ ▇▇▇▇▇▇▇ and S▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia)▇▇▇ ▇▇▇▇▇▇; and (vi) copies a certificate of the duly adopted Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby, and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver deliver, or cause to be delivered delivered, to Buyer the Companyfollowing: (i) a bill of sale, substantially in the form attached hereto as Exhibit B (the “Bill of Sale”), duly executed by Seller, transferring the Purchased Assets (other than the Assigned Contracts and the Intellectual Property Assets) to Buyer; (ii) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities; (iii) an intellectual property assignment agreement, substantially in the form attached hereto as Exhibit D (the “Intellectual Property Assignment Agreement”), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously Intellectual Property Assets to Buyer; (iv) counterparts to the Buyer A&R LLCA, duly executed by the Noteholders (as such term is defined in the Preferred Unit Exchange Agreements); (v) preferred unit exchange agreements, substantially in the form attached hereto as Exhibit E (the “Preferred Unit Exchange Agreements”), duly executed by the Noteholders (as such term is defined therein) and Seller; (vi) a properly completed IRS Form W-9 executed by ▇▇▇▇▇▇; (vii) a certificate of the Secretary (or equivalent officer) of Seller certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment Agreement, the Preferred Unit Exchange Agreements, the Buyer A&R LLCA and the other agreements, instruments and documents required to be 4927-8231-4036.16 delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement, the other Transaction Documents, and the other documents to be delivered hereunder and thereunder; and (viii) such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver, or cause to be delivered, an amount equal to Seller the Subscription Price following: (i) the Purchase Price, less any Prepayment Amount, by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; andfunds; (ii) the Shareholders Seller Legal Fees Reimbursement by wire transfer of immediately available funds; (iii) the Bill of Sale, duly executed by ▇▇▇▇▇; (iv) the Assignment and Assumption Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia▇▇▇▇▇; (iiv) a copy of a share certificate in the name of Orchid AsiaIntellectual Property Assignment Agreement, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Sharesby ▇▇▇▇▇; (iiivi) an opinion a counterpart to the Preferred Unit Exchange Agreements, duly executed by ▇▇▇▇▇; (vii) the Amended and Restated Limited Liability Company Agreement of Buyer, substantially in the form attached hereto as Exhibit F (the “Buyer A&R LLCA”), duly executed by ▇▇▇▇▇ and Parent; and (viii) a certificate of the Secretary (or equivalent officer) of Buyer certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the sole member of Buyer, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (B) the names and signatures of the officers of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel authorized to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of sign this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby other documents to be delivered hereunder and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebythereunder.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer; (ii) an assignment and assumption agreement in the form of Exhibit B hereto/in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) an assignment in the form of Exhibit C hereto (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the extent not previously deliveredIntellectual Property Assets to Buyer; (iv) with respect to the Lease, an amount equal Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an "Assignment and Assumption of Lease") and duly executed by Seller; (v) the Subscription Price Transition Services Agreement in the form of Exhibit D hereto (the "Transition Services Agreement") and duly executed by Seller and the Stockholders, pursuant to which, inter alia, the Stockholders shall provide up to 100 hours of transition support services to Buyer, including assistance in the transition of the Seller’s cellular modems to an account maintained by the Buyer; (vi) all consents and approvals required to be provided in Section 2.09 of this Agreement; (vii) the Seller Closing Certificate; (viii) IRS Form W-9, duly executed by Seller; (ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(k) and Section 7.02(l); and (b) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. At the Closing, Buyer shall deliver to Seller the following: (i) the Closing Cash Payment by wire transfer of immediately available funds to an account designated in U.S. dollars writing by Seller to the bank account of the Company set forth in SCHEDULE 2; andBuyer; (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription SharesEquity Payment; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia Assignment and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoAssumption Agreement duly executed by Buyer; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited respect to the Restructuring Agreement Lease, an Assignment and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6Assumption of Lease duly executed by Buyer; (v) a copy of the Shareholders Agreement, Transition Services Agreement duly executed by Buyer; (vi) the Company and the other parties thereto (other than Orchid Asia)Buyer Closing Certificate; and (vivii) copies the certificates of the duly adopted resolutions Secretary or Assistant Secretary of the Board Buyer required by Section 7.03(f) and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebySection 7.03(g).

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) a bill of sale in the form of Exhibit A attached hereto (the “Bill of Sale”) and duly executed by Seller, transferring the Purchased Assets to Buyer; (ii) a transition agreement in the form of Exhibit B attached hereto (the “Transition Agreement”) and duly executed by Seller; (iii) an assignment and assumption agreement in the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iv) an intellectual property assignment agreement in the form of Exhibit D attached hereto (the “Intellectual Property Assignment Agreement”) and duly executed by Seller; (v) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors and the stockholders of Seller, which authorize the execution, delivery and performance of this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment Agreement, the Transition Agreement, and the other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; and (vi) such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the extent not previously deliveredtransactions contemplated by this Agreement. (b) At the Closing, an amount equal pursuant to the Subscription Price terms of the Escrow Agreement, the Parties shall jointly instruct the Escrow Agent to release the Buyer Deposit to the Seller by wire transfer of immediately available funds in U.S. dollars to the bank account Seller Account. (c) At the Closing, Buyer shall deliver to Seller the following: (i) The Closing Payment by wire transfer of immediately available funds to the Company set forth in SCHEDULE 2; andSeller Account; (ii) the Shareholders Agreement, Transition Agreement duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares▇▇▇▇▇; (iii) an opinion of the Assignment and Assumption Agreement duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto;; and (iv) a copy certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, which authorize the execution, delivery and performance of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the consummation of the transactions contemplated hereby and thereby and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebyTransaction Documents.

Closing Deliverables. (a) At the Closing, (a) Orchid Asia , Seller shall deliver or cause to be delivered to Buyer the Companyfollowing: (i) the B▇▇▇ of Sale and Assignment and Assumption Agreement duly executed by Seller, transferring the Purchased Assets to Buyer and effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (ii) assignments, in form and substance mutually satisfactory to Buyer and Seller (the “Intellectual Property Assignments”), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the extent not previously deliveredtrademark registrations and applications, patents and patent applications, copyright registrations and applications and domain name registrations included in the Purchased IP (as defined in Section 3.11 below), if any, to Buyer; (iii) a non-competition and non-solicitation agreement, in form and substance mutually satisfactory to Buyer and Seller (the “Non-Competition Agreement”), duly executed by Seller and Stockholder; (iv) a lease agreement, in form and substance mutually satisfactory to Buyer and Seller (the “Real Property Lease”), duly executed by Chardan Properties, LLC, an amount equal Ohio limited liability company and affiliate of Seller, leasing the Real Property, together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto; (v) a consulting agreement, in form and substance mutually satisfactory to Buyer and DJM Consulting, LLC (the Subscription Price “Consulting Agreement”), duly executed by DJM Consulting, LLC, governing the post-Closing consulting relationship between Buyer and DJM Consulting, LLC; (vi) copies of all consents, approvals, waivers and authorizations referred to in Section 3.3 below; (vii) a certificate of the Secretary of Seller certifying as to: (A) the resolutions of the board of directors and sole stockholder of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance mutually satisfactory to Buyer and Seller, as may be required to give effect to this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) the Cash Consideration, by wire transfer of immediately available funds in U.S. dollars to accordance with the bank account of the Company wire transfer instructions set forth in SCHEDULE 2; andSchedule 2.2(b)(i) attached hereto; (ii) the Shareholders Promissory Note, duly executed by Buyer; (iii) the B▇▇▇ of Sale and Assignment and Assumption Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D heretoBuyer; (iv) a copy of this the Non-Competition Agreement, with all duly executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6by Buyer; (v) a copy of the Shareholders Real Property Lease, duly executed by Buyer; (vi) the Consulting Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia)Buyer; and (vivii) copies a certificate of the duly adopted Secretary of Buyer certifying as to: (A) the resolutions of the Board and the shareholders board of the Companydirectors of Buyer, duly certified by any authorized signatory adopted and in effect, which authorize the execution, delivery and performance of the Company, approving the Transaction Documents this Agreement and the transactions contemplated thereby hereby; and adopting (B) the Amended Articles effective no later than immediately prior to the Closing and, in the case names and signatures of the resolutions officers of Buyer authorized to sign this Agreement and the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated herebydocuments to be delivered hereunder.