Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At the Closing, Buyer shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered or made available to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) a legal opinion of Company Counsel dated as of the documents described Closing Date, in Sections 5.3(c)substantially the form attached hereto as Exhibit D, (d) executed by such counsel and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request addressed to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)Purchasers; (iii) an the Registration Rights Agreement, duly executed receipt for by the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyCompany; (iv) one or more stock certificates, free and clear of all restrictive and other legends, except as provided in Section 4.1(c) hereof, evidencing the Shares subscribed for by the Purchasers hereunder to be registered in the name of such Purchasers as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”) and delivered to the Company pursuant to Section 2.2(b)(iv); (v) a certificate of the Secretary of the Company (the “Secretary Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company and any duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit F; (vi) a certificate (the “Compliance Certificate”), dated as of the Closing Date and signed by the Company’s Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and (b), in substantially the form attached hereto as Exhibit G; (vii) a certificate evidencing the formation and good standing certificate for of the Company issued by the Secretary of State of its state the State of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessDelaware, dated as of a date within twenty five (205) days of the Closing Date; and (viii) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to the account provided by the Company; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; (v) a bring-down good standing certificate for fully completed and duly executed Accredited Investor Questionnaire in the Company, dated form attached hereto as of the Closing Date, issued by the Secretary of State of its state of incorporation;Exhibit C-1; and (vi) a certificate signed by fully completed and duly executed Stock Certificate Questionnaire in the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments form attached hereto as counsel for Buyer shall reasonably request to consummate the transactions described hereinExhibit C-2. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver (or cause to Sellerbe delivered) to each Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) One Million a copy of Buyer’s common stockthe Register of Members of the Company, unregistered but entitled duly certified by the registered agent of the Company, updated to piggy-back registrationreflect the subscription of the applicable Subscription Shares by each of the Investors; (ii) a copy of duly executed share certificate issued in the documents described in Sections 5.3(c), (d) and (e); and (iii) name of such other documents and instruments as counsel for Seller shall reasonably request Investor representing the applicable Subscription Shares being issued to consummate the transactions described herein. (b) At such Investor at the Closing, Seller shall deliver to Buyer: with the original (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer and on behalf of the Company) to Buyer, together with any required deed or stock transfer stamps; be delivered to such Investor within ten (ii10) Business Days after the documents described in Sections 5.2(c), (d) and (e)Closing; (iii) an executed receipt for a copy of the Closing Date Cash Amount less Register of Directors of the sum Company evidencing the appointment of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anySeries B Investor Director; (iv) a good standing certificate for copy of the Memorandum and Articles duly adopted by the Board and shareholders of the Company issued by in the Secretary form attached hereto as Exhibit A, with evidence of State of its state of incorporation and the filing of such other applicable jurisdictions where adopted Memorandum and Articles with the Company is qualified Registrar of Companies in the Cayman Islands to do business, dated as of a date be delivered to such Investor within twenty ten (2010) days of Business Days after the Closing DateClosing; (v) a bring-down good standing certificate for the Company, dated as copy of the Closing Date, issued Investors’ Rights Agreement duly executed by the Secretary of State of its state of incorporationGroup Company Parties, the Founder Parties, the Angel Investor Parties and the Series A Investors in the form attached hereto as Exhibit C; (vi) a certificate signed copy of the Director Indemnification Agreement duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of Company in the Treasury Regulationsform attached hereto as Exhibit D; (vii) such other documents evidencing that each of the Founder Parties, Angel Investor Parties and instruments as counsel for Buyer shall reasonably request Series A Investors has waived or has been deemed to consummate waive its pre-emption right with respect to the transactions described herein.Subscription Shares; and (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption a certificate duly executed by one director of the Note.Company (a) stating that the conditions specified in Section 5 have been fulfilled as of the Closing and (b) attaching thereto copies of all resolutions that shall approve the transactions contemplated under the Transaction Documents, including without limitation, (i) the entry into this Agreement, (ii) the adoption of the Memorandum and Articles in the form attached hereto as Exhibit A, (iii) the adoption of the Investors’ Rights Agreement in the form attached hereto as Exhibit C, and (iv) the adoption of the Director Indemnification Agreement in the form attached hereto as Exhibit D.

Closing Deliveries. (a) At the Closing, Buyer the Company (or the Key Employees if specified) shall deliver to SellerInvestor: (i) One Million one or more stock certificates or instruments registered in the name of Buyer’s common stockInvestor and representing 5,000 shares of Series C Preferred Stock, unregistered but entitled to piggy-back registrationwhich certificates bear the legend set forth in Section 5.8(a); (ii) the documents described Series C Certificate of Designation in Sections 5.3(cthe form of Exhibit A, duly executed by the Company, and evidence of filing of such Series C Certificate of Designation with the Secretary of State of the State of Delaware; (iii) the Class A Warrant in the form of Exhibit B-1, duly executed by the Company; (iv) the Class A Warrant in the form of Exhibit B-2, duly executed by the Company, which form of Class A Warrant shall be held in escrow by counsel to the Company pending the Class A Warrant Exchange; (v) the Class B Warrant in the form of Exhibit C, duly executed by the Company; (vi) the Registration Rights Agreement in the form of Exhibit D, duly executed by the Company; (vii) the certificates referred to in Section 6.1(g) and 6.1(h) of this Agreement; (viii) good standing certificate of the Company dated within five (5) days of the Closing Date; (ix) the Voting Agreement in the form of Exhibit E duly executed by each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (x) the Certificate of Amendment in the form of Exhibit H hereto; (xi) the Stock Option Plan in the form of Exhibit I hereto; (xii) the Waivers, in the form of Exhibit F-1 and Exhibit F-2, duly executed by the 10% Convertible Note Holder(s) and the holders of a majority of the Series A Preferred Stock; (xiii) the Key-Employee Employment Agreements referred to in Section 6.1(n), in the form of Exhibit G-1 through Exhibit G-3, duly executed by each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, respectively. (dxiv) a binder or certificate of insurance for term Key Employee Insurance in the total amount of $6,000,000 insuring the life of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and naming the Company and the 10% Convertible Note Holder(s) as beneficiaries, as their interests may appear (ethe “Key Man Insurance”); and (iiixv) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described hereinLock Up Agreements duly executed by the Key Employees. (b) At the Closing, Seller the Investor shall deliver to Buyerthe Company: (i) stock certificate(sthe Purchase Price, payable in accordance with the provisions of Section 3.2(c) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsbelow; (ii) the documents described certificate referred to in Sections 5.2(c), (dSection 6.2(e) and (e)of this Agreement; (iii) an executed receipt for a certified copy of each of the Closing Date Cash Amount less Investor’s and the sum Investor’s Subsidiary’s certificate of (A) the Environmental Offset Amountincorporation, if any and (B) the Escrow Amount, if anyas amended; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, certificates dated as of a date within twenty five (205) days of the Closing DateDate of the Investor and the Investor Subsidiary; (v) the Registration Rights Agreement, in the form attached hereto as Exhibit D and made a bring-down good standing certificate for the Companypart hereof, dated as of the Closing Date, issued duly executed by the Secretary of State of its state of incorporationInvestor; (vi) a certificate signed the Voting Agreement in the form of Exhibit E, duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsInvestor; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.Investor Lock Up Agreement; and (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Limited Recourse Note, marked “cancelled.”

Closing Deliveries. (a) At Upon the terms and subject to the conditions of this Agreement, in order to consummate the transactions contemplated in this Agreement, at the Closing, Buyer Ceding Company shall execute, or cause the applicable Person (other than Ceding Company) to execute, and deliver to SellerReinsurer the following: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registrationthe Administrative Services Agreement; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)Transition Services Agreement; (iii) an executed the Trademark License Agreement; (iv) the Software License Agreement; (v) the Trust Agreement; (vi) evidence of receipt for of all consents, if any, identified on Schedule 2.4; (vii) a certificate of a senior officer of Ceding Company, dated as of the Closing Date Cash Amount less the sum of Closing, confirming that (A) the Environmental Offset Amount, if any person signing such certificate is familiar with the provisions of this Agreement and (B) the Escrow Amount, if anyconditions specified in Section 8.2(a) have been satisfied; (ivviii) a good standing certificate for the Company issued by the Secretary of State a senior financial officer of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessCeding Company, dated as of a date within twenty (20) days of the Closing, confirming that the Closing DateBusiness Statement of Assets and Liabilities has been prepared in accordance with the provisions of this Agreement (including Section 1.4 hereof); (vix) a bring-down good standing certificate for of the secretary or assistant secretary of Ceding Company, dated as of the Closing Date, issued as to items specified in Section 8.2(c); (x) a certificate of a qualified actuary of Ceding Company regarding the items specified in Section 8.2(e); and (xi) any other deliveries due at Closing as contemplated by this Agreement. (b) Upon the Secretary terms and subject to the conditions of State of its state of incorporationthis Agreement, in order to consummate the transactions contemplated in this Agreement, at the Closing, Reinsurer shall execute, or cause the applicable Person (other than Reinsurer) to execute, and deliver to Ceding Company the following: (i) the Administrative Services Agreement; (ii) the Transition Services Agreement; (iii) the Trademark License Agreement; (iv) the Software License Agreement; (v) the Trust Agreement; (vi) a certificate signed by the Seller evidence of its non-foreign status pursuant to Section 1.1445-2(b)(2) receipt of the Treasury Regulationsall consents, if any, identified on Schedule 3.4; (vii) a certificate of a senior officer of Reinsurer, dated as of the Closing, confirming that (A) the person signing such other documents certificate is familiar with the provisions of this Agreement and instruments as counsel for Buyer shall reasonably request to consummate (B) the transactions described herein.conditions specified in Section 8.3(a) have been satisfied; and (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption a certificate of the Notesecretary or assistant secretary of Reinsurer, dated as of the Closing Date, as to items specified in Section 8.3(c); (ix) any other deliveries due at Closing as contemplated by this Agreement. (c) At Closing, Ceding Company shall provide the documents described in Section 8.2, Reinsurer shall provide the documents described in Section 8.3 and there shall be executed and delivered such other agreements, instruments and documents as are required under this Agreement to be executed and delivered by Ceding Company and Reinsurer.

Closing Deliveries. (a) At the Closing, Buyer Compost shall deliver to Sellerthe Purchaser: (i) One Million certificates representing the Company Common Stock, duly endorsed for transfer to the Purchaser or accompanied by duly executed assignment documents, which shall transfer to the Purchaser good and valid title to the Company Common Stock, free and clear of Buyer’s common stockall liens, unregistered but entitled to piggy-back registrationclaims, restrictions and encumbrances of any nature whatsoever; (ii) evidence of all consents, waivers and/or approvals in form reasonably acceptable to the documents Purchaser with respect to the transactions contemplated in this Agreement as further described in Sections 5.3(con Schedule 5.3; (iii) Limited Release of Claims Agreements executed by Compost, Wasteco Ventures Limited, a British Virgin Islands corporation ("Wasteco"), Wafra Acquisition Fund 7, L.P., executing such Limited Release solely to evidence its lack of objection to the execution of such document by Wasteco (d"Wafra"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Waxenbaum"), ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (e)"▇▇▇▇▇") releasing the Company in the forms attached hereto as Exhibits C-1 through C-5; (iv) all corporate, accounting, business and tax records of the Company; (v) a legal opinion from ▇▇▇▇▇▇▇▇▇ Traurig, counsel to Compost, in a form attached hereto as Exhibit D. (vi) Employment and Covenant Not to Compete Agreements between the Purchaser and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇, attached as Exhibit E hereto; and (iiivii) such other documents new real property lease with respect to the office property owned by an affiliate of ▇▇▇▇▇, and instruments located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Denville, New Jersey 07834, in the form attached hereto as counsel for Seller shall reasonably request Exhibit F; (viii) Covenant Not to consummate Compete Agreement between Compost and the transactions described hereinPurchaser, in the form attached hereto as Exhibit G. (ix) Certificate of Incumbency of Compost; (x) Good Standing Certificate of the Company; (xi) Good Standing Certificate of Compost; and (xii) Earnout Agreement between Compost and the Purchaser in the form attached hereto as Exhibit H (the "Earnout Agreement"). (b) At the Closing, Seller the Purchaser shall deliver the following to BuyerCompost: (i) stock certificate(s) evidencing $37,500,000 as adjusted by the Stock duly endorsed Estimated Adjustment Amount set forth in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsSection 3.3; (ii) Employment and Covenant Not to Compete Agreements between the documents described in Sections 5.2(c)Purchaser and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇, (d) and (e)attached as Exhibit E; (iii) an executed receipt for the Closing Date Cash Amount less the sum of Earnout Agreement, attached as Exhibit H; (A) The Purchaser shall either provide documents confirming the Environmental Offset Amountremoval of Compost from any and all personal guaranties and/or surety obligations listed on Schedule 3.4(b)(iv) or, if any alternatively, the Purchaser may provide an unsecured indemnity to Compost with respect to the Compost guaranties and surety obligations reasonably satisfactory to Compost and the Purchaser, and (B) the Escrow Amount, if any; (ivPurchaser shall either provide documents confirming the removal of ▇▇▇▇▇ from any and all personal guaranties and/or surety obligations listed on Schedule 3.4(b)(iv) or provide ▇▇▇▇▇ with a good standing certificate for financial guaranty bond enforceable in the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where New Jersey from AIG or National Union (or another insurer acceptable to ▇▇▇▇▇ in his sole discretion) (the "Insurer") providing for payment directly to Safeco Insurance Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Datefull amount of any such guaranty or surety obligation within 15 days after ▇▇▇▇▇ provides written notice to such Insurer that a formal demand has been made against ▇▇▇▇▇. The bond may provide that if the Insurer deems the claim unjustified, the Insurer may defend against such claim in the name and place of ▇▇▇▇▇ and shall indemnify and hold him harmless from any cost, expense (including but not limited to legal fees) or liability that may arise out of the failure to pay and any delay in payment; (v) a bring-down good standing certificate for legal opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, counsel to the CompanyPurchaser, dated in a form attached hereto as of the Closing Date, issued by the Secretary of State of its state of incorporationExhibit I; (vi) a certificate signed by the Seller Good Standing Certificate of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations;Purchaser; and (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration Incumbency Certificate of Buyer’s assumption of the Note.Purchaser ARTICLE IV

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Sellerbe delivered to each Investor the following: (i) One Million one or more stock certificates (or copies thereof provided by the Transfer Agent), free and clear of Buyerall restrictive and other legends (except as expressly provided in Section 4.1(b)), evidencing such number of Common Shares set forth opposite such Investor’s common stock, unregistered but entitled to piggy-back registrationname on Exhibit A hereto under the heading “Common Shares,” registered in the name of such Investor; (ii) a Warrant, issued in the documents described in Sections 5.3(c)name of such Investor, (d) and (e); and (iii) pursuant to which such other documents and instruments as counsel for Seller Investor shall reasonably request have the right to consummate acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)heading “Warrant Shares”; (iii) an executed receipt for a legal opinion of Company Counsel dated the Closing Date Cash Amount less Date, in the sum form of (A) Exhibit D, executed by such counsel and delivered to the Environmental Offset Amount, if any Investors and (B) the Escrow Amount, if anyAgent; (iv) a good standing certificate for the Company issued duly executed Transfer Agent Instructions acknowledged by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateCompany’s transfer agent; (v) the Company shall have delivered to each Investor a bring-down good standing certificate executed by the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions adopted by the Company’s board of directors approving this Agreement, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing; (vi) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Company shall have delivered to each Investor a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, issued by to the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulationsforegoing effect; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.a duly executed Registration Rights Agreement; and (viii) Fifty Million unregistered Datameg common approval by each applicable Trading Market of an additional shares issued to Buyer in consideration of Buyer’s assumption listing application covering all of the NoteRegistrable Securities. (b) At the Closing, each Investor shall deliver or cause to be delivered to the Company the following: (i) a duly executed Securities Purchase Agreement; (ii) a duly executed Registration Rights Agreement; and (iii) the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Investor by the Company for such purpose.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Sections 5.3(cSection 4.1(b) hereof), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; Certificate Questionnaire included as Exhibit B-2 hereto (ii) the documents described in Sections 5.2(c“Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (d3) and (e)Business Days of Closing; (iii) an a Warrant, executed receipt for by the Closing Date Cash Amount less Company and registered in the sum name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to sixty percent (A60.0%) of the Environmental Offset Amountnumber of Shares issuable to such Purchaser, if any and (B) rounded up to the Escrow Amountnearest whole share, if anyon the terms set forth therein; (iv) a good standing certificate for the legal opinion of Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the CompanyCounsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Treasury RegulationsClosing Date; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued to Buyer in consideration by the Commonwealth of Buyer’s assumption Massachusetts, as of a date within ten (10) Business Days of the NoteClosing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. On or prior to the Closing, (a) At Purchaser shall have delivered, or cause to be delivered to the ClosingCompany, Buyer shall deliver to Sellerthe following: (i) One Million the cash portion of Buyer’s common stockthe Purchase Price, unregistered but entitled by wire transfer in immediately available funds to piggy-back registrationan account designated by the Company; (ii) a certificate representing the documents described ▇▇▇▇▇▇ Shares registered in Sections 5.3(cthe name of the Company; (iii) a certificate of an officer of Purchaser, in form and substance reasonably satisfactory to the Company and its counsel, to evidence compliance with Section 6.3(i); (iv) resolutions of the Board of Directors of Purchaser and complete and correct copies of Purchaser's certificate of incorporation and by-laws, or other charter documents, as applicable, including all amendments, modifications or supplements thereto, to evidence compliance with Section 6.3(ii), (d) and (e)together with a certificate of an officer of Purchaser; and (iiiv) the Stockholders' Agreement duly executed by Purchaser on or before the Closing; and (vi) such other documents and instruments as counsel for Seller shall the Company may reasonably request to consummate for the transactions described hereinpurpose of facilitating the consummation of the Transactions. (b) At the ClosingCompany shall have delivered, Seller shall deliver or cause to Buyerbe delivered to Purchaser, the following: (i) stock certificate(s) evidencing a certificate representing the Stock duly endorsed Path 1 Shares registered in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsthe name of Purchaser; (ii) a certificate of an officer of the documents described Company, in Sections 5.2(c)form and substance reasonably satisfactory to Purchaser and its counsel, (d) and (eto evidence compliance with Section 6.2(i); (iii) an the License Agreement duly executed receipt for by the Closing Date Cash Amount less Company on or before the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyClosing; (iv) a good standing resolutions of the Company's Board of Directors and complete and correct copies of the Company's certificate for the Company issued by the Secretary of State of its state of incorporation and by-laws, including all amendments, modifications or supplements thereto, to evidence compliance with Section 6.2(iii), together with a certificate of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days an officer of the Closing Date;Company; and (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued Stockholders' Agreement duly executed by the Secretary of State of its state of incorporationCompany on or before the Closing; (vi) a certificate signed by the Seller of its non-foreign status pursuant Company Disclosure Schedule in form and substance reasonably satisfactory to Section 1.1445-2(b)(2) of the Treasury Regulations;Purchaser; and (vii) such other documents and instruments as counsel for Buyer shall Purchaser may reasonably request to consummate for the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration purpose of Buyer’s assumption facilitating the consummation of the NoteTransactions.

Closing Deliveries. (a) At Buyer shall have received, at or prior to the Closing, Buyer shall deliver to Sellerthe following: (i) One Million a certificate executed by the Secretary of Buyer’s common stockeach of the Companies certifying as of the date of Closing (A) a true and correct copy of the certificate or articles of incorporation of each of the Companies, unregistered but entitled to piggy-back registration(B) a true and correct copy of the bylaws of each of the Companies, and (C) incumbency matters; (ii) a certificate executed by the documents described in Sections 5.3(c)Shareholders' Representatives certifying that, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate of the transactions described herein. (b) At the date of Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing he or she has made inquiry of the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; appropriate Personnel of the Companies and (ii) the documents described conditions set forth in Sections 5.2(c)6.1, (d) 6.2, 6.3 and (e)6.9 have been satisfied; (iii) an executed receipt for a copy of the Closing Date Cash Amount less certificate or articles of incorporation of each of the sum Companies and all amendments thereto, each certified as of (A) a recent date by the Environmental Offset Amount, if any and (B) Secretary of State of the Escrow Amount, if anyapplicable jurisdiction of organization or other appropriate governmental official; (iv) a good standing certificate for of the Company issued by the appropriate Secretary of State or other appropriate governmental official certifying the good standing of its state the Companies in their respective jurisdictions of incorporation organization and of such all other applicable jurisdictions states where the Company is they are qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Companyphysical possession of all original minute books, dated as corporate seals and stock ownership records of the Closing DateCompanies, issued by as well as the Secretary actual stock certificates representing all the shares of State capital stock of its state of incorporationthe Companies; (vi) a certificate signed physical possession of all Books and Records (other than those covered by clause (vi) above), Licenses and Permits, policies, Contracts, plans or other instruments of the Companies that are in the possession of the Companies, all such materials to be deemed delivered to Buyer if they are present at any of the farms, plants, offices, processing or manufacturing facilities, stores, warehouses or administration buildings owned or leased by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsCompanies; (vii) such other documents UCC-11 searches with respect to the Companies, the Business and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.Assets used in the Business; and (viii) Fifty Million unregistered Datameg common shares issued all other documents and certificates required to Buyer in consideration be delivered by Shareholders pursuant to the terms of Buyer’s assumption of the Notethis Agreement.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Buyer’s common stockExhibit F, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the documents described in Sections 5.3(cPurchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed Securities subscribed for by Purchaser hereunder, registered in blankthe name of such Purchaser (or, or accompanied by stock powers duly executed if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (ename of such Purchaser); (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less and in the sum of (A) form attached hereto as Exhibit D, executed by such counsel and addressed to the Environmental Offset Amount, if any and (B) the Escrow Amount, if any;Purchasers; and (iv) a good standing certificate for the Company issued by of the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State Directors of its state the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate signed evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the Seller North Carolina Secretary of its non-foreign status pursuant to Section 1.1445-2(b)(2State, as of a date within five (5) business days of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinClosing Date. (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in consideration the form of BuyerExhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s assumption of name on the Noteapplicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) At On or prior to the ClosingClosing Date, Buyer the Company shall deliver or cause to Sellerbe delivered to the Purchaser the following: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registrationthis Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel that the documents described Shares, when sold and issued in Sections 5.3(c)accordance with this Agreement, (d) will be validly issued, fully paid, and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)nonassessable; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an executed receipt for expedited basis, a number of Shares, which shall be in either certificated or book-entry form, equal to such Purchaser’s Subscription Amount set forth in Schedule I hereto divided by the Closing Date Cash Amount less Per Share Purchase Price, registered in the sum name of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anysuch Purchaser; (iv) a good standing certificate for the Company issued compliance certificate, executed by the Secretary Chief Executive Officer and Chief Financial Officer of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by to the effect that the conditions specified in subsections (i), (ii), and (iv) of Section 2.3(b) have been satisfied; (v) a certificate of the Company’s Secretary certifying as to (A) the Company’s certificate of State incorporation and bylaws, (B) the resolutions of its state the Board of incorporation;Directors approving this Agreement and the transactions contemplated hereby, and (C) good standing certificates with respect to the Company from the applicable authority(ies) in Delaware and any other jurisdiction in which the Company is qualified to do business, dated a recent date before the Closing; and (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other information, certificates and documents and instruments as counsel for Buyer shall the Purchaser may reasonably request to consummate the transactions described hereinrequest. (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, as set forth in consideration of Buyer’s assumption of Schedule I hereto, by wire transfer to the Noteaccount specified in this Agreement.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described in Sections 5.3(c)Registration Rights Agreement, (d) and (e)duly executed by the Company; and (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such other documents and instruments certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as counsel for Seller such Purchaser shall reasonably request to consummate the transactions described herein. (b) At the Closingrequest, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed Purchased Shares subscribed for by Purchaser hereunder, registered in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum name of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchaser; (iv) a good standing certificate for one or more Pre-Funded Warrants registered in the Company issued by the Secretary of State of its state of incorporation and name of such other applicable jurisdictions where the Company is qualified Purchaser to do business, dated purchase up to a number of Underlying Shares as of a date within twenty (20) days of the Closing Date;indicated on such Purchaser’s signature page to this Agreement (v) a bring-down good standing legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate for of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State State, as of its state a date within five Business Days of incorporationthe Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (viii) a certificate signed the Registration Rights Agreement, duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulationssuch Purchaser; (viiiii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such other documents and instruments as counsel for Buyer shall reasonably request to consummate Purchaser’s name on the transactions described herein.applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (viiiiv) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Notean Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) At Except as otherwise indicated below, at the Closing, Buyer Seller shall deliver the following to SellerBuyer: (i) One Million each of Buyer’s common stockthe Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, unregistered but entitled to piggy-back registrationvalidly executed by a duly authorized officer of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the documents described Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of Seller; (iii) the tangible Purchased Assets; provided, that (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations set forth in Schedule 2.4.2(a)(iii) and which may be delivered (1) [***] with respect to Sections 5.3(c2.1.1(a) (Purchased Regulatory Approvals) and 2.1.1(b) (Purchased Regulatory Documentation), (d2) [***] with respect to Section 2.1.1(d) (Purchased Intellectual Property) [***] under Section 2.1.1(c) and, (3) [***] and (eB) Seller may retain copies of the Purchased Regulatory Documentation included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); (iv) the Seller FDA Transfer Letter; and (iiiv) such other documents and instruments as counsel for the Seller shall reasonably request to consummate the transactions described hereinHealth Canada Transfer Letter. (b) At the Closing, Seller Buyer shall deliver the following to BuyerSeller: (i) stock certificate(seach of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) evidencing the Stock to which Buyer or any of its Affiliates is a party, validly executed by a duly endorsed in blank, authorized officer of Buyer or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsits applicable Affiliate; (ii) the documents described Closing Payment in Sections 5.2(c), accordance with Section 2.3.1 (d) and (ealong with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any;Buyer FDA Transfer Letter; and (iv) the Buyer Health Canada Transfer Letter. (c) Buyer shall conduct a good standing certificate for the Company issued by the Secretary of State of its state of incorporation quality and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days completeness review of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status Purchased Regulatory Documentation transferred to it pursuant to Section 1.1445-2(b)(22.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the Treasury Regulations; completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Purchased Regulatory Documentation (vii) such other documents and instruments as counsel not, for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in consideration remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s assumption notice of the Notesame.

Closing Deliveries. At or prior to the Closing on the Closing Date: (a) At the Closing, Buyer Ski Holdings shall deliver to SellerGT Acquisition: (i) One Million all such bills of Buyer’s common stocksale, unregistered but entitled deeds, assignments and other documents and instruments of sale, assignment, conveyance and transfer, as GT Acquisition or its counsel may deem necessary or desirable to piggy-back registrationeffect the transfer of the Purchased Assets to GT Acquisition; (ii) certified copies of the documents described in Sections 5.3(c)resolutions of the Board of Directors of Ski Holdings, (d) approving the execution, delivery and (e); and (iii) such other documents performance of this Agreement and instruments as counsel for Seller shall reasonably request to consummate the consummation of the transactions described herein. (b) At the Closingcontemplated under this Agreement, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed all in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together accordance with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) its Certificate of Incorporation and (e)By-laws; (iii) an executed receipt for certificates of the Closing Date Cash Amount less Secretaries of State of the sum State of (A) Delaware and the Environmental Offset Amount, if any and (B) State of Wyoming as to the Escrow Amount, if anyTarghee Corp Mergers; (iv) a good standing certificate for the Company issued by certificates of the Secretary of State of its state the State of incorporation Delaware as to the legal existence and good standing of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateSki Holdings; (v) a bringcertificate of non-down good standing certificate for foreign status in the Company, dated as of form set forth in the Closing Date, issued by the Secretary of State of its state of incorporationU.S. Treasury Regulations; (vi) a certificate signed by schedules of accounts payable of Targhee Corp and its Subsidiaries, including accounts payable of Ski Holdings allocable to Targhee Corp, as at February 18, 2000 for Targhee Corp and its Subsidiaries and as at February 21, 2000 for Ski Holdings, in each case reflecting the Seller aging of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations;such accounts; and (vii) such other documents to be delivered by Targhee Corp and instruments Ski Holdings hereunder or as GT Acquisition or its counsel for Buyer shall may reasonably request to consummate carry out the transactions described hereinpurposes of this Agreement. (viiib) Fifty Million unregistered Datameg common shares issued GT Acquisition shall deliver to Buyer in consideration Ski Holdings: (i) the payment to be delivered by GT Acquisition pursuant to Section 2.04 of Buyer’s this Agreement; (ii) an assumption agreement pursuant to which GT Acquisition assumes the Assumed Liabilities (the "Assumption Agreement"); (iii) certified copies of a written consent of the Notesole Member of GT Acquisition approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, all in accordance with its certificate of formation and its limited liability company agreement; (iv) such other documents to be delivered by GT Acquisition hereunder or as Ski Holdings or its counsel may reasonably request to carry out the purposes of this Agreement.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described in Sections 5.3(c)one or more stock certificates, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Common Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on such Purchaser’s Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; Certificate Questionnaire included as Exhibit A-2 hereto (ii) the documents described in Sections 5.2(c), (d) and (e“Stock Certificates”); (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less and in the sum of (A) form attached hereto as Exhibit B, executed by such counsel and addressed to the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchasers; (iv) a good standing certificate for the Company issued by of the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, in the form attached hereto as Exhibit C, dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State Directors of its state the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement, including the issuance of the Common Shares, (b) certifying the current versions of the articles of incorporation, as amended, and bylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company; (v) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and 5.1(b); and (vi) a certificate signed Certificate of Good Standing for the Company from the Louisiana Secretary of State as of a recent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulationssuch Purchaser; (viiii) such other documents following its receipt of the Stock Certificates, its Subscription Amount, in U.S. dollars and instruments as counsel for Buyer shall reasonably request to consummate in immediately available funds, by wire transfer in accordance with the transactions described herein.Company’s written instructions; and (viiiiii) Fifty Million unregistered Datameg common shares issued to Buyer a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in consideration of Buyer’s assumption of the Noteforms attached hereto as Exhibits A-1 and A-2 , respectively.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) One Million evidence of Buyer’s common stockbook entry of the Shares purchased by the Purchaser pursuant to this Agreement, unregistered but entitled to piggy-back registrationregistered in the name of such Purchaser or its nominee; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum a certificate of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, in the form attached hereto as Exhibit A, dated as of the Closing Date, issued (A) certifying the resolutions adopted by the Secretary Board or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Series B Preferred Shares, (B) certifying the current versions of the Articles of Incorporation and bylaws, as amended, of the Company, (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit B; (iv) a Subsistence Certificate for the Company from the Department of State of its state the Commonwealth of incorporationPennsylvania as of a recent date; (v) a certificate of the Federal Reserve Bank of Philadelphia to the effect that the Company is a registered bank holding company under the BHCA; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsPDBS as of a recent date evidencing the corporate existence of the Bank; (vii) such other documents and instruments as counsel for Buyer shall reasonably request a certificate of the FDIC to consummate the transactions described herein.effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (viii) Fifty Million unregistered Datameg common shares issued a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by the Company; (ix) the Statement with Respect to Buyer in consideration Shares relating to the Series B Preferred Stock filed with the Department of Buyer’s assumption State of the NoteCommonwealth of Pennsylvania in the form attached hereto as Exhibit D (the “Series B Preferred Stock Statement with Respect to Shares”); (x) the resignations of all of the Resigning Directors, in form and substance reasonably acceptable to the Initial Investors; and (xi) the Warrant Agreement, duly executed by the Company. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) in U.S. dollars and in immediately available funds, the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Purchase Price” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by the Initial Investor Persons; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit E; (iv) the Warrant Agreement, duly executed by the Initial Investors; (v) a properly completed and duly executed IRS Form W-9 dated no earlier than twenty (20) days prior to the Closing Date; and (vi) a certificate, dated as of the Closing Date, signed by an authorized officer of such Purchaser, or, if such Purchaser is a natural person, signed by such Purchaser, certifying the fulfillment of the conditions specified in Section 5.2(a) and Section 5.2(b) with respect to such Purchaser.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Seller:be delivered to each Investor that is purchasing Company Shares the following (the “Company Deliverables”): (i) One Million a stock certificate representing such number of BuyerCompany Shares equal to the portion of such Investor’s common stockInvestment Amount invested at the Closing divided by the Per Share Purchase Price, unregistered but entitled to piggy-back registrationregistered in the name of such Investor; (ii) Warrants representing the documents described right to purchase up to 270,000 shares of Common Stock, registered in Sections 5.3(c)the name of such Investor and in the amounts set forth on the signature page hereto, (d) and (e); and (iii) such other documents and instruments in the form attached hereto as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the ClosingExhibit B, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) by the documents described in Sections 5.2(c), (d) and (e)Company; (iii) an executed receipt for a certificate evidencing the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any formation and (B) the Escrow Amount, if any; (iv) a good standing certificate for of the Company and Old HW, issued by the Secretary of State of its state the State of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessDelaware, dated each as of a date within twenty ten (2010) days of the Closing Date; (iv) a certified copy of (i) the Certificate of Incorporation, as amended, of the Company, including the Certificate of Designation (collectively, the “Certificate of Incorporation”) and (ii) the Certificate of Incorporation, as amended, of Old HW, certified by the Secretary of State of the State of Delaware as of a date within ten (10) days of the Closing Date; (v) a bring-down good standing certificate for certificate, executed by the Company, Secretary of the Company and dated as of the Closing Date, issued as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Secretary Company’s board of State directors in a form reasonably acceptable to such Investor, (ii) the Certificate of its state of incorporationIncorporation and (iii) the Bylaws, each as in effect at the Closing; (vi) a certificate signed the Investors’ Rights Agreement Amendment and any other Transaction Documents which the Company is required to execute hereunder, duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsCompany; (vii) such other documents and instruments as counsel for Buyer shall reasonably request the legal opinion of Company Counsel in substantially the form previously provided to consummate the transactions described herein.Investors, addressed to the Investor; (viii) Fifty Million unregistered Datameg common shares issued the certificates set forth in Section 5.1 of this Agreement; and (ix) such other documents relating to Buyer the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request. (b) At the Closing, each Investor shall deliver or cause to be delivered to the Company the following (the “Investor Deliverables”): (i) the portion of its Investment Amount invested at the Closing, in consideration United States dollars, by wire transfer of Buyer’s assumption of immediately available funds to an account designated in writing by the Note.Company for such purpose attached hereto at Exhibit C; and (ii) the Investors’ Rights Agreement Amendment, duly executed by such Investor, in the form attached hereto as Exhibit D.

Closing Deliveries. (a) At or prior to the Closing, Buyer shall the Company will issue, deliver or cause to Seller:be delivered to the Purchaser the following (“Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described stock certificate, free and clear of all restrictive and other legends (except as expressly provided in Sections 5.3(cSection 4.2(b)), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Shares, registered in the name of each Purchaser in the number of Shares to be allocated to each Purchaser or as otherwise set forth on the Purchaser’s Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; Certificate Questionnaire included as Exhibit A hereto (ii) the documents described in Sections 5.2(c), (d) and (e“Stock Certificates”); (iii) an executed receipt for the Closing Date Cash Amount less the sum a legal opinion of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the CompanyCounsel, dated as of the Closing Date, issued in substantially the form attached hereto as Exhibit B, executed by such counsel and addressed to the Purchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of State the Company, in the form attached hereto as Exhibit C, dated as of its state the Closing Date, (a) certifying the resolutions adopted by the Board of incorporationDirectors approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the shares of Common Stock under the Other Purchase Agreements, (b) certifying the current versions of the Constituent Documents of the Company, and (c) certifying as to the signatures and authority of the individuals signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations;Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.l(a), 5.l(b) and 5.l(j); and (vii) such other documents a Certificate of Good Standing and instruments a Certificate of Existence for the Company from the Louisiana Secretary of State dated as counsel for Buyer shall reasonably request to consummate the transactions described hereinof a recent date. (viiib) Fifty Million unregistered Datameg common shares issued At or prior to Buyer the Closing, the Purchaser will deliver or cause to be delivered to the Company the following (“Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Subscription Amount, in consideration of BuyerU.S. dollars and in immediately available funds, by wire transfer in accordance with the Company’s assumption of written instructions; (iii) the Note.Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed Stock Certificate Questionnaire in the form attached hereto as Exhibit A.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to the Purchaser originally signed copies of the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described in Sections 5.3(c)Rights Agreement, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) by the documents described in Sections 5.2(c), (d) and (e)Company; (iii) an the ▇▇▇ Waiver, duly executed receipt for by the Closing Date Cash Amount less Company and the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyExisting Investors; (iv) a good standing certificate for the Company issued duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateTransfer Agent; (v) a bring-down good standing certificate for of the CompanyCompany (the “Officer’s Certificate”), dated as of the Closing Date, issued in substantially the form of Exhibit D, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the Certificate of Incorporation, as amended, and bylaws of the Company (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, and (d) certifying good standing certificates with respect to the Company from the Secretary of State of its state the State of incorporationDelaware, dated as of a recent date before the Closing Date; (vi) a certificate signed by the Seller of its non-foreign status pursuant Compliance Certificate referred to in Section 1.1445-2(b)(2) of the Treasury Regulations;5.1(g); and (vii) such other documents a legal opinion of Company Counsel, in the form of Exhibit F hereto, executed by the Company Counsel and instruments as counsel for Buyer shall reasonably request delivered to consummate the transactions described hereinPurchaser. (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by the Purchaser; (ii) the Subscription Amount, in consideration United States dollars and in immediately available funds by wire transfer to the Company’s account as previously provided to the Purchaser; (iii) the Rights Agreement, duly executed by the Purchaser; and (iv) a Lock-Up Agreement, substantially in the form of Buyer’s assumption of Exhibit G hereto (the Note“Lock-Up Agreement”) executed by the Purchaser, and such Lock-Up Agreement shall be in full force and effect on the Closing Date.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to Celgene the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described Shares in Sections 5.3(c)book-entry form, free and clear of all restrictive and other legends (dexcept as provided in Section 4.1(b) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (ehereof); (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less the sum of (A) the Environmental Offset AmountDate, if any in form and (B) the Escrow Amountsubstance reasonably satisfactory to Celgene, if anyexecuted by such counsel and addressed to Celgene; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary or Assistant Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit B; (vi) a certificate evidencing the formation and good standing certificate for of the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessDelaware, dated as of a date within twenty five (205) days Business Days of the Closing Date;; and (vvii) a bring-down good standing certificate for the Company, dated as certified copy of the Closing Datearticles of incorporation, issued as certified by the Secretary of State of its state Delaware as of incorporationa date within five (5) Business Days of the Closing Date. (b) On or prior to the Closing, Celgene shall deliver or cause to be delivered to the Company the following (the “Celgene Deliverables”): (i) this Agreement, duly executed by Celgene; (viii) the Registration Rights Agreement, duly executed by Celgene; and (iii) a certificate signed lock-up agreement, duly executed by Celgene, in the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments form attached hereto as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.Exhibit C.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver (or cause to Sellerbe delivered) to each Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) One Million a copy of Buyer’s common stockthe Register of Members of the Company, unregistered but entitled duly certified by the registered agent of the Company, updated to piggy-back registrationreflect the subscription of the Subscription Shares by each of the Investors; (ii) a copy of duly executed share certificate issued in the documents described in Sections 5.3(c), (d) and (e); and (iii) name of such other documents and instruments as counsel for Seller shall reasonably request Investor representing the Subscription Shares being issued to consummate the transactions described herein. (b) At Investor at the Closing, Seller shall deliver to Buyer: with the original (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer and on behalf of the Company) to Buyer, together with any required deed or stock transfer stamps; be delivered to the Investors within ten (ii10) Business Days after the documents described in Sections 5.2(c), (d) and (e)Closing; (iii) an executed receipt for a copy of the Closing Date Cash Amount less Register of Directors of the sum Company evidencing the appointment of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyInvestor Director; (iv) a good standing certificate for copy of the Company issued Memorandum and Articles duly adopted by the Secretary Company’s Board and shareholders in the form attached hereto as Exhibit A, with evidence of State of its state of incorporation and the filing of such other applicable jurisdictions where adopted Memorandum and Articles with the Company is qualified Registrar of Companies in the Cayman Islands to do business, dated as of a date be delivered to the Investors within twenty ten (2010) days of Business Days after the Closing DateClosing; (v) a bring-down good standing certificate for copy of the Investors’ Rights Agreement duly executed by the Company, dated the Founder Parties and the Angel Investor Parties in the form attached hereto as of the Closing Date, issued by the Secretary of State of its state of incorporationExhibit C; (vi) a certificate signed copy of the Director Indemnification Agreement duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of Company in the Treasury Regulations;form attached hereto as Exhibit D; and (vii) such other documents a certificate duly executed by one director of the Company (a) stating that the conditions specified in Section 5 have been fulfilled as of the Closing and instruments as counsel for Buyer (b) attaching thereto copies of all resolutions that shall reasonably request to consummate approve the transactions described herein. contemplated under the Transaction Documents, including without limitation, (viiii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption the adoption of the Note.Memorandum and Articles in the form attached hereto as Exhibit A, (ii) the adoption of the Investors’ Rights Agreement in the form attached hereto as Exhibit C, and (iii) the adoption of the Director Indemnification Agreement in the form attached hereto as Exhibit D.

Closing Deliveries. (a) At On or prior to the Closing (or any Subsequent Closing, Buyer in which case references to the “Closing Date” below shall be understood to mean the Subsequent Closing Date), the Company shall issue, deliver or cause to Seller:be delivered to Celgene Switzerland the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company (only on the Closing Date); (ii) the documents described in Sections 5.3(c)Closing Shares (or, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request with respect to consummate the transactions described herein. (b) At the Subsequent Closing, Seller shall deliver to Buyer: the Applicable Subsequent Closing Shares) in book-entry form, free and clear of all restrictive and other legends (iexcept as provided in Section 4.1(b) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (ehereof); (iii) an executed receipt for a certificate of the Secretary or Assistant Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date Cash Amount less Date, (a) certifying the sum resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the issuance of the Shares, (Ab) certifying the Environmental Offset Amountcurrent versions of the certificate of incorporation, if any as amended, and by-laws of the Company and (Bc) certifying as to the Escrow Amountsignatures and authority of persons signing this Agreement and related documents on behalf of the Company, if anyin the form attached hereto as Exhibit A; (iv) a certificate evidencing the formation and good standing certificate for of the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessDelaware, dated as of a date within twenty five (205) days Trading Days of the Closing Date;; and (v) a bring-down good standing certificate for certified copy of the Company’s restated certificate of incorporation, dated as of the Closing Date, issued certified by the Secretary of State of its state Delaware as of incorporation; a date within five (vi5) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) Trading Days of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinClosing Date. (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer the Closing or Subsequent Closing, as applicable, Celgene Switzerland shall deliver or cause to be delivered to the Company the following (the “Celgene Deliverables”): (i) this Agreement, duly executed by the Celgene Parties; and (ii) the purchase price for the Closing Shares (or, with respect to a Subsequent Closing, the Applicable Subsequent Closing Shares) as provided in consideration of Buyer’s assumption of the NoteSection 2.1(c).

Closing Deliveries. At Closing, the Parties shall make the following deliveries: (a) At SolarMax shall make the Closing, Buyer shall deliver following deliveries to Sellerthe CZH Holders: (i) One Million 95% of Buyer’s common stock, unregistered but entitled to piggy-back registrationthe Cash Consideration; (ii) certificates representing the documents described SolarMax Shares, with certificates being issued in Sections 5.3(c)the amounts deliverable with respect to the First, (d) Second and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)Third Milestones; (iii) resolutions of its board of directors relating to authorization of this Agreement, and the issuance of the SolarMax Shares, certified by an executed receipt for the Closing Date Cash Amount less the sum officer of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any;SolarMax; and (iv) a good standing certificate for the Company issued by from the Secretary of State of its state the State of incorporation and Nevada as to the good standing of such other applicable jurisdictions where SolarMax. (b) SolarMax shall pay 5% of the Cash Consideration to the CZH Transferors. (c) The CZH Holders shall deliver the following documents to SolarMax: (i) an acknowledgement by the Company that (x) the Company Interests have been registered in the name of the SolarMax China, (y) SolarMax China is qualified the sole owner of 100% of the share interests in the Company, representing 100% of the equity interest in the Company, subject to do businessno Encumbrance reflected on the books and records of the Company, dated as and (z) the Company’s registered capital correctly reflects the capital of a date within twenty (20) days of the Company at the Closing Date; (ii) a document from the applicable Government Entity as to the continued existence of the Company as a limited company organized under the Laws of the PRC; (iii) a copy of the Company’s organizational document certified by the applicable Government Entity; (iv) a transfer and cancelation instrument signed by each CZH Holder, covering any the SolarMax Shares with respect to which one or more of the Milestones shall not have been met, in substantially the form attached as Exhibit F; (v) a bring-down good standing certificate evidence of payment of all Taxes due by the Company for periods prior to the Closing Date; (vi) the written legal opinion of the PRC counsel for the Company, addressed to SolarMax and SolarMax China and dated as of the Closing Date, issued by in the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulationsform set forth in Exhibit E; (vii) such other documents board resolutions covering the execution of this Agreement and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration contemplated by this Agreement, certified by an officer of Buyer’s assumption of the Note.such CZH Holder;

Closing Deliveries. (a) At or prior to the Closing, Buyer the Sellers shall deliver to Sellerthe Buyer: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registrationthe Purchased Assets; (ii) evidence that the documents described in Sections 5.3(c)Sellers have, at the Sellers’ expense and without cost or other adverse consequence to the Buyer, sent all notices, made all filings and obtained all Consents (dexcept for Consents under Third Party Agreements) and Orders required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (e)iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by such Seller; (iv) evidence of the acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in writing and delivered to the Sellers on or prior to the date hereof; (v) restrictive covenant and work made for hire agreements executed by each Transferred Employee in form and substance reasonably satisfactory to the Buyer; (vi) an opinion of counsel to the Sellers, dated the Closing Date, substantially in the form of Exhibit A; (vii) a certificate dated the Closing Date executed by the President or other authorized officer of each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit B; (viii) a certificate dated the Closing Date executed by the Secretary of each Seller certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit C; (ix) good standing certificates for each Seller dated within ten (10) days prior to the Closing Date from its jurisdiction of organization; (x) evidence of the release of all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Sellers pursuant to Section 6.3; and (iiixii) such other agreements, certificates, instruments and documents and instruments as counsel for Seller shall the Buyer may reasonably request in order to fully consummate the transactions described hereincontemplated by and carry out the purposes and intent of this Agreement. (b) At or prior to the Closing, Seller the Buyer shall deliver to Buyerthe Sellers: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied Closing Payment by stock powers duly executed in blank, for wire transfer to Buyer, together with any required deed or stock transfer stampsthe Sellers’ Account; (ii) all Ancillary Agreements to which the documents described in Sections 5.2(c)Buyer is a party, (d) dated the Closing Date and (e)duly executed by the Buyer; (iii) an executed receipt for a certificate dated the Closing Date Cash Amount less executed by the sum President or other authorized officer of (A) the Environmental Offset Amount, if any and (B) Buyer certifying as to the Escrow Amount, if anysatisfaction of each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iv) a good standing certificate for dated the Company issued Closing Date executed by the Secretary of State the Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date;Exhibit E; and (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other agreements, certificates, instruments and documents and instruments as counsel for Buyer shall the Sellers may reasonably request in order to fully consummate the transactions described hereincontemplated by and carry out the purposes and intent of this Agreement. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer the Company and the Three Controlling Shareholders, as applicable, shall deliver or cause to Seller:be delivered to the Investor fully executed originals of each of the following (the “Company Deliverables”): (i) One Million a stock certificate, with a standard Securities Act restrictive legend thereon, evidencing the 2,900,000 Shares, registered in the name of Buyer’s common stock, unregistered but entitled to piggy-back registrationthe Investor; (ii) a shareholders list dated on or prior to the documents described in Sections 5.3(c), (d) Closing Date certified by the Company’s Transfer Agent reflecting issued and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate outstanding only the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)600,000 Existing Shares; (iii) an executed receipt for officer’s certificate to the Closing Date Cash Amount less effect that (A) each of the sum conditions specified in this Section 2.2(a) and in Section 5.1 hereof are satisfied in all respects, and (B) as of the Closing, the Company has no Indebtedness and/or other liabilities and no tangible assets; (iv) a certificate by the Secretary of Company attaching and certifying as to the accuracy of (A) its current Certificate of Incorporation and Bylaws, both as amended to the Environmental Offset AmountClosing Date, if (B) resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the other Transaction Documents, and (C) a Good Standing Certificate from the Secretary of State for the State of Nevada dated no later than 2 Business Days from the Closing Date; and (v) all Company original minute book, corporate seal, all other original corporate documents and agreements and all other books and records of the Company; (vi) resignations and releases from and executed by each officer and director including the Three Controlling Shareholders of the Company immediately prior to Closing set forth on Schedule 2.2(vi), such resignations and releases to be effective on the Closing Date, which shall not be earlier than the tenth (10th) day following the date of filing with the SEC and subsequent mailing of the Company’s Information Statement on Schedule 14f-1 (the “14f-1” or the “Information Statement”) to the Company’s stockholders of record as of March 30, 2017 disclosing, among other required and/or advisable items, a change of control of the majority of the Board of Directors of the Company, which form of resignation and release is attached hereto as Exhibit D (each a “Resignation” and collectively, the “Resignations”); (vii) fully executed copies of all documents, agreements and instruments related to the sale, transfer and/or assignment of any (A) Indebtedness and/or liabilities of the Company owed to any Person, and (B) shares of Common Stock or other rights relating thereto; (viii) correct and complete copies of all federal and state income returns of the Company, from fiscal year 2011 through fiscal year 2016; (A) the Debt Cancellation Agreements, and (B) pay-off letters and releases from the Persons and in form and substance reasonably satisfactory to the Investor; (x) original stock certificates representing all of the Cancellation Shares and Repurchase Shares (the “CS/RS Stock Certificates”) and fully executed stock powers dated the Closing Date transferring the Cancellation Shares and the Repurchase Shares to the Company by each of the Cancelling Shareholders and the Repurchased Shareholder, respectively, for cancellation (the “CR/CS Stock Powers”) pursuant to the Debt Cancellation Agreements and the Repurchase Agreement; (xi) Unanimous Written Consents of the Board of Directors of the Company (the “UWC”) authorizing and approving, among other items, the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby including, but not limited to, the sale by the Company to the Investor of the 2,900,000 Shares, the acceptance of the Resignations and the appointment/election of the Investor’s nominees as successor directors and officers of the Company; (xii) An executed Affidavit of Mailing from the Company’s Transfer Agent (as defined below) attesting to the mailing date of the 14f-1; (xiii) Fully executed copy of (A) a letter agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., counsel to the Company (in his capacity as escrow agent for the Company (the “Escrow Agent”), executed by the Escrow Agent, the Company and the Investor authorizing the release of the $375,000 Purchase Price (of which $50,000 was previously paid to the Investor’s counsel as provided elsewhere herein) to the Persons and in the amounts specified in Schedule 3.1(c), Schedule 4.3 and Schedule 4.7(i) and (ii), (the “Escrow Release Letter”), pursuant to an escrow agreement dated prior to the Closing Date by and among the Investor, the Company and the Escrow Agent (the “Escrow Agreement”), and (B) the Escrow AmountAgreement; (xiv) Bank account information and specimen signatures for the corporate accounts of the Company; (xv) The Repurchase Agreement executed by the Company and the Repurchased Shareholder; (xvi) The Share Cancellation Agreements; (A) fully executed copy of an Indemnification Escrow Agreement dated on or prior to the Closing Date by and among Gusrae ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, legal counsel to the Investor (in its capacity as escrow agent, the “Indemnification Escrow Agent”), the Three Controlling Shareholders, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Investor for the escrow of (1) 292,248 Existing Shares (the “Indemnification Existing Shares”), consisting of (I) 247,248 Existing Shares beneficially owned by ▇▇. ▇▇▇▇▇▇▇, and (II) an aggregate of 45,000 Existing Shares beneficially owned by each of the Three Controlling Shareholders (15,000 Existing Shares beneficially owned by each Controlling Shareholder) (the “Indemnification Escrow Agreement”) and (B) original stock certificates representing such 292,248 Indemnification Existing Shares in the names of the persons and in the amounts set forth above (the “Indemnification Escrow Stock Certificates”) and corresponding fully executed and notarized, but undated stock transfer powers from each of such persons and for such Indemnification Existing Shares (the “Indemnification Stock Powers,” and together with the Indemnification Existing Shares, the Indemnification Escrow Stock Certificates and the Indemnification Escrow Agreement, collectively, the “Indemnification Escrow Documents”); and (xviii) Such other documents, instruments and agreements and other items reasonably requested by the Investor (b) At or prior to Closing, the Investor shall cause to be delivered to the Company the following (the “Investor Deliverables”): (i) A wire transfer to the Company’s legal counsel’s escrow account in the amount of the $375,000 Purchase Price (less $50,000 plus documented expenses, if anyany to the Investor’s legal counsel for services provided to the Investor in connection with this Agreement and the transactions contemplated herein and the other Transaction Documents); (ii) A certificate executed by the Investor, attesting to the accuracy of the representations and warranties of the Investor made in this Agreement pursuant to Section 3.2; (iii) A list of all Persons to fill all executive officer positions and vacancies to the Company Board of Directors; (iv) a good standing certificate for the Company issued An executed copy of this Agreement by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date;Investor; and (v) a bring-down good standing certificate for the Company, dated as A copy of the Closing DateEscrow Letter, issued the Escrow Agreement and the Indemnification Escrow Agreement executed by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinInvestor. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) One Million evidence of Buyer’s common stockbook entry of the Shares purchased by the Purchaser pursuant to this Agreement, unregistered but entitled to piggy-back registrationregistered in the name of such Purchaser or its nominee; (ii) the documents described in Sections 5.3(c)legal opinions of Local Counsel, (d) Regulatory Counsel and (e); and (iii) such other documents and instruments Company Counsel, as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Companyapplicable, dated as of the Closing Date, issued executed by such counsel and addressed to the Co-Lead Investors; (iii) a certificate of the Secretary of the Company, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the Certificate of Incorporation and bylaws, as amended, of the Company, (c) certifying the fulfillment of the conditions specified in Section 5.1, and (d) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, substantially in the form attached hereto as Exhibit D; (v) a Certificate of Legal Existence of the Company from the Connecticut Secretary of State as of its state of incorporationa recent date; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsFederal Reserve Bank of New York to the effect that the Company is a registered bank holding company under the BHCA; (vii) such other documents and instruments a certificate of the OCC as counsel for Buyer shall reasonably request to consummate of a recent date evidencing the transactions described herein.corporate existence of the Bank; (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption a certificate of the NoteFDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (ix) the Certificate of Amendment to the Certificate of Incorporation of the Company relating to the Series A Preferred Stock of the Company filed with the Connecticut Secretary of State in the form attached hereto as Exhibit E (the “Certificate of Designations”); and (x) a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), duly executed by the Company. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) in U.S. dollars and in immediately available funds, the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer from the Escrow Account to the account provided by the Company; (ii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; and (iii) the Registration Rights Agreement duly executed by the Purchasers.

Closing Deliveries. (a) At Unless waived in writing by Pubco, CBA shall have delivered, at or before the Closing, Buyer to Pubco and Parent, the following documents, each of which shall deliver to Sellerbe in full force and effect at Closing: (i1) One Million the certificate of Buyer’s common stockmerger for the Second Merger, unregistered but entitled to piggy-back registrationduly executed by Second Merger Sub and CBA; (ii2) evidence in a form reasonably satisfactory to Pubco that the documents described in Sections 5.3(c)consents, (dapprovals, waivers and notices set forth on Schedule 8.2(d) and (e); andshall have been obtained or given, as applicable; (iii3) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: a certificate of an authorized officer of CBA certifying that (i) stock certificate(sattached thereto are true and complete copies of all resolutions adopted by the Manager of CBA authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which CBA is a party and the consummation of the transactions contemplated hereby and thereby, and (ii) evidencing all such resolutions are in full force and effect and are all the Stock duly endorsed resolutions adopted by the Manager in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together connection with any required deed or stock transfer stampsthe transactions contemplated hereby; (ii4) a certificate of an authorized officer of CBA certifying that the documents described conditions set forth in Sections 5.2(cSection 8.2(a), (dSection 8.2(b) and (e)Section 8.2(c) have been satisfied; (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A5) the Environmental Offset AmountCertificate of Formation of CBA, if any certified within ten (10) Business Days prior to Closing by the secretary of state of the state of Delaware and (B) the Escrow Amount, if any; (iv) a good standing certificate for from the Company issued by the Secretary secretary of State of its state of incorporation and the state of such other applicable jurisdictions where the Company is qualified to do businessDelaware, dated as within ten (10) Business Days of a date within twenty (20) days of the Closing DateClosing; (v6) a bringnotice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulations Section 1.1445-down good standing certificate for the Company11T(d)(2)(i), dated as of the Closing DateDate and executed by CBA, issued together with written authorization for Parent to deliver such notice to the Internal Revenue Service on behalf of CBA after the Closing, and a certification that the CBA Equity Interests are not “United States real property interests” as defined in Section 897(c) of the Code prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code (in a form reasonably acceptable to Pubco), in each case, validly executed by the Secretary a duly authorized officer of State of its state of incorporationCBA; (vi7) a certificate signed the Cohanzick Services Agreement, duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsCBA Member and CBA; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate 8) the transactions described herein.Stockholder Agreement, duly executed by CBA Member; (viii9) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the NoteVoting Agreement, duly executed by Parent and the shareholders set forth on Schedule 1.1; and (10) the Registration Rights Agreement, duly executed by CBA Member.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Sellerbe delivered to each Investor the following: (i) One Million one or more stock certificates (or copies thereof provided by the Transfer Agent), free and clear of Buyerall restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Preferred Shares set forth opposite such Investor’s common stock, unregistered but entitled to piggy-back registrationname on Exhibit A hereto under the heading “Preferred Shares,” registered in the name of such Investor; (ii) a Warrant, issued in the documents described name of such Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares”; (iii) a legal opinion of Company Counsel, in Sections 5.3(cthe form of Exhibit D, executed by such counsel and delivered to the Investors; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a Certificate of an officer of the Company, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (db), (c) and (ed) of Section 2.3(a). (vi) a Certificate of the Secretary of the Company attesting as to (i) the Certificate of Incorporation of the Company; (ii) the By-laws of the Company; (iii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company; and (iv) resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; and (iiivii) such other documents Irrevocable Transfer Agent Instructions to the Transfer Agent with respect to the issuance of the Securities, in form and instruments as counsel for Seller shall substance reasonably request acceptable to consummate the transactions described hereinInvestors. (b) At the Closing, Seller each Investor shall deliver or cause to Buyer: be delivered to the Company the following (i) stock certificate(s) evidencing the Stock duly endorsed purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in blankUnited States dollars and in immediately available funds, or accompanied by stock powers duly executed in blank, for wire transfer to Buyer, together with any required deed or stock transfer stamps;an account designated in writing to such Investor by the Company for such purpose; and (ii) the documents described in Sections 5.2(c)Registration Rights Agreement, (d) and (e); (iii) an duly executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinInvestor. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At Except as otherwise indicated below, at the Closing, Buyer Seller shall deliver the following to SellerBuyer: (i) One Million each of Buyer’s common stockthe Ancillary Agreements (other than the Novation Agreement, unregistered but entitled the Pharmacovigilance Agreement and the Quality Agreement) to piggy-back registrationwhich Seller or any of its Affiliates is a party, validly executed by a duly authorized representative of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the documents described Closing Payment in Sections 5.3(csatisfaction of Buyer’s obligations pursuant to Section 2.3.1(a), validly executed by a duly authorized representative of Seller; (diii) the tangible Purchased Assets; provided, that (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations and on the timeframes set forth in Schedule 2.4.2(a)(iii), and (eB) Seller may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets and the Purchased Contracts (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); and (iiiiv) such other documents a certificate, dated as of the Closing Date, validly executed by a duly authorized officer of Seller, certifying that all of the conditions set forth in Section 6.2.1, Section 6.2.2 and instruments as counsel for Seller shall reasonably request to consummate the transactions described hereinSection 6.2.3 have been satisfied. (b) At the Closing, Seller Buyer shall deliver the following to BuyerSeller: (i) stock certificate(seach of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) evidencing the Stock to which Buyer or any of its Affiliates is a party, validly executed by a duly endorsed in blank, authorized representative of Buyer or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsits applicable Affiliate; (ii) the documents described Closing Payment in Sections 5.2(caccordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment), (d) and (e);; and (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Companycertificate, dated as of the Closing Date, issued validly executed by a duly authorized officer of Buyer, certifying that all of the Secretary of State of its state of incorporation;conditions set forth in Section 6.3.1 and Section 6.3.2 have been satisfied. (vic) Buyer shall conduct a certificate signed by quality and completeness review of the Seller of its non-foreign status Purchased Regulatory Documentation transferred to it pursuant to Section 1.1445-2(b)(22.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the Treasury Regulations; completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Purchased Regulatory Documentation (vii) such other documents and instruments as counsel not, for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in consideration remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s assumption notice of the Notesame.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) as the documents described Company and such Purchaser agree, the Company shall cause the Transfer Agent to issue, in Sections 5.3(c)book-entry form the number of Preferred Shares specified on such Purchaser’s signature page hereto (or, (d) if the Company and (e); and (iii) such other documents and instruments Purchaser shall have agreed, as counsel indicated on such Purchaser’s signature pages hereto, that such Purchaser will receive Stock Certificates for Seller their Preferred Shares, then the Company shall reasonably request instead instruct the Transfer Agent to consummate issue such specified Stock Certificates registered in the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing name of such Purchaser or as otherwise set forth on the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (eCertificate Questionnaire); (iii) an executed receipt for a legal opinion of Company Puerto Rican Counsel, dated as of the Closing Date Cash Amount less and in the sum of (A) form attached hereto as Exhibit D, executed by such counsel and addressed to the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchasers; (iv) a good standing certificate for the legal opinion of Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessU.S. Counsel, dated as of a date within twenty (20) days of the Closing DateDate and in the form attached hereto as Exhibit E, executed by such counsel and addressed to the Purchasers; (v) the Registration Rights Agreement, duly executed by the Company (which shall be delivered on the date hereof); (vi) the AST Escrow Agreement, duly executed by the Company and AST (which shall be delivered on the date hereof); (vii) a bring-down good standing certificate for of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) Directors of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate Company or a duly authorized committee thereof approving the transactions described herein.contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the Certificate of Incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (viii) Fifty Million unregistered Datameg common shares issued the Compliance Certificate referred to Buyer in consideration of BuyerSection 5.1(f). (b) Each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following (the “Purchaser Deliverables”): (i) On or prior to the date hereof: a) this Agreement, duly executed by such Purchaser; b) the Registration Rights Agreement, duly executed by such Purchaser; c) a Custodian Agreement, if applicable, duly executed by such Purchaser; d) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and the Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2 , respectively; and e) if such Purchaser is not a Section 2.1(c)(iii) Purchaser, its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s assumption of name on the Noteapplicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Escrow Account in accordance with the Escrow Agent’s written instructions. (ii) On or prior to the Closing Date: a) if such Purchaser is a Section 2.1(c)(iii) Purchaser, then such Purchaser shall deliver or cause to be delivered to the Company on or prior to the Closing Date, its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (ai) At Except as provided otherwise herein, at or prior to the Closingfirst Purchase Date and on or after the effectiveness of this Agreement, Buyer the Company and the Seller shall issue, deliver or cause to Sellerbe delivered to the Buyer, the following: (iA) One Million this Agreement, duly executed by the Company and the Seller, which shall be delivered on the date of Buyer’s common stock, unregistered but entitled to piggy-back registrationexecution hereof; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow AmountContribution Agreement, if anyduly executed by the Company and the Seller, which shall be delivered on the date of execution thereof; (ivC) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for Chief Executive Officer or President and the Chief Financial Officer of the Company, dated as of the Closing such first Purchase Date, issued by certifying to the matters in Section 5(a) and Section 5(d) hereof substantially in form attached hereto as Exhibit A; and (D) a certificate of the Secretary of State the Company, dated as of its state such first Purchase Date, substantially in the form attached hereto as Exhibit B, (a) certifying the then current versions of incorporation;the Partnership Agreement and the Charter, and (b) certifying the resolutions adopted by the Company and the Seller approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the OP Units. (viii) Except as provided otherwise herein, at or prior to any Purchase Date other than the first Purchase Date, the Company and the Seller shall issue, deliver or cause to be delivered to the Buyer, the following: (A) a certificate signed of the Chief Executive Officer or President and the Chief Financial Officer of the Company, dated as of such Purchase Date, certifying to the matters in Section 5(a) and Section 5(d) hereof substantially in form attached hereto as Exhibit A; and (B) a certificate of the Secretary of the Company, dated as of such Purchase Date substantially in the form attached hereto as Exhibit B, (a) certifying the then current versions of the Partnership Agreement and the Charter and (b) certifying the resolutions adopted by the Company and the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinOP Units. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (aor tendered subject only to Closing) At the Closing, Buyer shall deliver to SellerCompany: (i) One Million of Buyer’s common stockthe Escrow Agreement, unregistered but entitled to piggy-back registrationexecuted by Parent; (ii) the documents described in Sections 5.3(c), (d) Exchange Agent Agreement executed by the Exchange Agent and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)Parent; (iii) an the Registration Rights Agreement, attached hereto as Exhibit D, executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any by Parent and (B) the Escrow Amount, if anyall other Persons party thereto except Company Shareholders; (iv) a good standing certificate for offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20employee set forth on Schedule 7.3(d) days of on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a bring-down certificate of good standing certificate for of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the Companytenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, issued executed by duly authorized officers of Parent and Merger Sub, certifying the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) satisfaction of the Treasury Regulationsconditions set forth in Sections 7.3(a) and (b); (vii) such other documents a certificate of the Secretary of Parent certifying and instruments as counsel for Buyer shall reasonably request to consummate attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions described herein.contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption a certificate of the NoteSecretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Sellerbe delivered to Purchaser the following: (i) One Million a certificate or evidence of Buyerbook-entry notation, registered in the name of Purchaser or its designated nominee, representing the Shares to be issued and delivered to Purchaser directly or to Purchaser’s common stockdesignated broker-dealer account, unregistered but entitled to piggy-back registrationagainst payment in full by Purchaser of the Subscription Amount; (ii) a certificate, duly executed by an officer of the documents described Company, dated as of the Closing Date certifying that the conditions specified in Sections 5.3(c)Section 4.1 have been fulfilled; (iii) a certificate of the Secretary of State of the Commonwealth of Pennsylvania, dated not more than five business days prior to the Closing Date certifying that the Company is in good standing; (iv) a certificate of the Secretary or Assistant Secretary of the Company, certifying as to (1) the Company’s charter documents, (d2) resolutions of the Independent Committee and the Company’s board of directors authorizing and approving the issuance of the Shares and other transactions contemplated by this Agreement, and (e)3) the incumbency of the officer authorized to execute this Agreement, setting forth the name and title and bearing the signatures of such officer; (v) an executed copy of the Registration Rights Agreement; (vi) an executed copy of the Additional Listing Application to be submitted to the NYSE MKT for the listing of the Shares on the NYSE MKT; and (iiivii) such other documents and instruments as counsel a cross-receipt, dated the Closing Date, executed by the Company, to the effect that the Company has received the Subscription Amount for Seller shall reasonably request to consummate the transactions described hereinShares purchased by Purchaser. (b) At the Closing, Seller Purchaser shall deliver or cause to Buyerbe delivered to the Company the following: (i) stock certificate(s) evidencing the Stock duly endorsed Subscription Amount by wire transfer of immediately available funds to an account designated by the Company in blank, or accompanied writing at least two business days prior to the Closing by stock powers duly executed in blank, for transfer the Company to Buyer, together with any required deed or stock transfer stampsPurchaser; (ii) the documents described in Sections 5.2(c)a certificate, (d) and (e); (iii) an duly executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the CompanyPurchaser, dated as of the Closing Date, issued by certifying that the Secretary of State of its state of incorporationconditions specified in Section 3.1 have been fulfilled; (viiii) an executed copy of the Registration Rights Agreement; and (iv) a certificate signed cross-receipt, dated the Closing Date, executed by Purchaser to the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of effect that Purchaser has received the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinShares purchased by Purchaser hereunder. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver (or cause to Sellerbe delivered) to the Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) One Million a copy of Buyer’s common stockthe Register of Members of the Company, unregistered but entitled duly certified by the registered agent of the Company, updated to piggy-back registrationreflect the subscription of the applicable Subscription Shares by the Investor; (ii) a copy of duly executed share certificate issued in the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request name of the Investor representing the applicable Subscription Shares being issued to consummate the transactions described herein. (b) At Investor at the Closing, Seller shall deliver to Buyer: with the original (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer and on behalf of the Company) to Buyer, together with any required deed or stock transfer stamps; be delivered to the Investor within ten (ii10) Business Days after the documents described in Sections 5.2(c), (d) and (e)Closing; (iii) an executed receipt for a copy of the Closing Date Cash Amount less Memorandum and Articles duly adopted by the sum Board and shareholders of the Company in the form attached hereto as Exhibit A, with evidence of the filing of such adopted Memorandum and Articles with the Registrar of Companies in the Cayman Islands to be delivered to the Investor within twenty (A20) Business Days after the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyClosing; (iv) a good standing certificate for copy of the Company issued Investors’ Rights Agreement duly executed by the Secretary of State of its state of incorporation Group Company Parties, the Founder Parties, the Angel Investor Parties, the Series A Investors and of such other applicable jurisdictions where the Company is qualified to do business, dated Current Series B Investors in the form attached hereto as of a date within twenty (20) days of the Closing DateExhibit C; (v) a bring-down good standing certificate for the Company, dated as documents evidencing that each of the Closing DateFounder Parties, issued by Angel Investor Parties, Series A Investors and Current Series B Investors has waived or has been deemed to waive its pre-emption right with respect to the Secretary of State of its state of incorporation;Subscription Shares; and (vi) a certificate signed duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) one director of the Treasury Regulations; Company (viia) such other documents stating that the conditions specified in Section 5 have been fulfilled as of the Closing and instruments as counsel for Buyer (b) attaching thereto copies of all resolutions that shall reasonably request to consummate approve the transactions described herein. contemplated under the Transaction Documents, including without limitation, (viiii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption the entry into this Agreement, (ii) the adoption of the Note.Memorandum and Articles in the form attached hereto as Exhibit A, and (iii) the adoption of the Investors’ Rights Agreement in the form attached hereto as Exhibit C.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Seller:be delivered to each Investor that is purchasing Company Shares the following (the “Company Deliverables”): (i) One Million a stock certificate representing such number of BuyerCompany Shares equal to the portion of such Investor’s common stockInvestment Amount invested at the Closing divided by the Per Share Purchase Price, unregistered but entitled to piggy-back registrationregistered in the name of such Investor; (ii) a certificate evidencing the documents described in Sections 5.3(c)formation and good standing of the Company and Old HW, issued by the Secretary of State of the State of Delaware, each as of a date within ten (d10) days of the Closing Date; (iii) a certified copy of (i) the Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) and (e)ii) the Certificate of Incorporation, as amended, of Old HW, each as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date; (iv) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to such Investor, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing; (v) the Investors’ Rights Agreement and any other Transaction Documents which the Company is required to execute hereunder, duly executed by the Company; (vi) the legal opinion of Company Counsel in substantially the form previously provided to the Investors, addressed to the Investor; (vii) the certificates set forth in Section 5.1 of this Agreement; and (iiiviii) such other documents and instruments as counsel for Seller shall reasonably request relating to consummate the transactions described hereincontemplated by this Agreement as such Investor or its counsel may reasonably request. (b) At the Closing, Seller each Investor shall deliver or cause to Buyer:be delivered to the Company the following (the “Investor Deliverables”): (i) stock certificate(s) evidencing the Stock duly endorsed portion of its Investment Amount invested at the Closing, in blankUnited States dollars, or accompanied by stock powers duly executed wire transfer of immediately available funds to an account designated in blank, writing by the Company for transfer to Buyer, together with any required deed or stock transfer stamps;such purpose attached hereto at Exhibit C. (ii) the documents described in Sections 5.2(c)Investors’ Rights Agreement, (d) and (e); (iii) an duly executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinInvestor. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver to SellerParent the following: (i) One Million the executed Written Consent of Buyer’s common stock, unregistered but entitled to piggy-back registrationthe Company Stockholders; (ii) evidence of delivery of Letters of Transmittal to the documents described in Sections 5.3(c)Company Stockholders, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly well as copies of any executed in blank, for transfer to BuyerLetters of Transmittal, together with any required deed or stock transfer stamps; (ii) Stock Certificates, that the documents described in Sections 5.2(c), (d) and (e)Company received prior to the Closing; (iii) an executed receipt for the Estimated Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyStatement; (iv) a good standing certificate for the Company issued by executed Certificate of Merger to be delivered to the Secretary of State of its state the State of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateDelaware for filing; (v) written resignations, effective as of the Closing Date, of the officers and directors of the Company; (vi) a bring-down good standing certificate for of the Secretary or an Assistant Secretary (or equivalent officer) of the Company, dated as of the Closing Date, issued certifying (A) that attached thereto is the certificate of incorporation of the Company, as amended through the Closing Date, (B) that attached thereto are the by-laws of the Company, as amended through the Closing Date, (C) that attached thereto are true and complete copies of all resolutions adopted by the Secretary board of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) directors of the Treasury RegulationsCompany 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 transactions contemplated hereby and thereby; and (D) the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) such other documents all authorizations, consents and instruments as counsel for Buyer shall reasonably request approvals necessary to consummate the transactions described herein.contemplated hereby; (viii) Fifty Million unregistered Datameg common shares issued an executed affidavit, dated not more than thirty (30) days prior to Buyer the Closing Date, in consideration of Buyer’s assumption accordance with Code section 1445(b)(3) and Treasury Regulation section 1.1445-2, which statement certifies that the Company is not a United States real property holding corporation; and (ix) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by Parent. (b) At the Closing, Parent shall deliver to the Company the following: (i) a certificate of the NoteSecretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub, dated as of the Closing Date, certifying that (A) attached thereto are true and complete copies of the resolutions adopted by the Parent Board and Special Committee authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (B) attached thereto are true and complete copies of the resolutions adopted by the board of directors of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (iii) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by the Company. (c) At the Closing, Parent shall deliver to the Stockholders’ Representative the following: (i) wire transfers of immediately available funds equal to the Closing Payment to an account and in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the Closing Date; and (ii) wire transfers of immediately available funds equal to the Stockholders’ Representative Expense Amount and in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the Closing Date.

Closing Deliveries. (a) At the ClosingPurchaser shall have received, Buyer in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall be reasonably request requested by Purchaser to consummate the transactions described contemplated hereby to and convey to Purchaser all of the Units as contemplated herein., including the following duly executed instruments: (a) all consents listed on Schedule 3.3; (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessCompany, dated as of a date within twenty five (205) days of the Closing Date; (vc) certificates relating to the Units, endorsed for transfer or accompanied by executed assignments separate from certificate; (d) a bring-down good standing certificate for Secretary’s Certificate of the Company, dated certifying as of the Closing Date, issued to resolutions adopted by the Secretary of State of its state of incorporationCompany’s members approving the transaction described herein; (vie) a certificate signed by payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the Seller full satisfaction of its non-foreign status pursuant all obligations related to Section 1.1445-2(b)(2) the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the Treasury Regulations;terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing Payoff Debt that provides for a security interest in any assets of the Company; and (viif) a revised Operating Agreement reflecting Purchaser’s status sole member of the Company and other such other documents and instruments terms as counsel for Buyer shall reasonably request to consummate the transactions described hereinPurchaser requests. (viiig) Fifty Million unregistered Datameg common shares issued to Buyer employment agreements in consideration of Buyer’s assumption of the Notea form approved by Purchaser, for Seller and Key Employees with terms no longer than three (3) years at salaries not greater than current compensation levels.

Closing Deliveries. (a) At The purchase and sale of the Shares shall be held on or before August 12, 2016 (the "Closing, Buyer shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c"), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer:Purchaser’s legal counsel ("Counsel") (i) stock certificate(s) certificates evidencing the Stock Shares Sold (the “Certificates”), duly endorsed in blank, blank or accompanied by stock powers duly executed in blankblank with medallion guarantee, for or other instruments of transfer in form and substance reasonably satisfactory to Buyer, together with any required deed or stock transfer stamps; Purchaser (the “Transfer Documents”); and (ii) the documents described in Sections 5.2(c), to substantiate identification of Seller (di.e. driver’s license or Passport) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents as may be required under applicable law or reasonably requested by Purchaser. Purchaser acknowledges that prior to Closing, Counsel received to such Counsel's full satisfaction, subject to Seller’s representations below, (i) documentary evidence of the Seller’s purchase of and instruments as counsel payment for Buyer shall reasonably request the Shares Sold (i.e. cancelled check, wire confirmation or bank statement) and (ii) due recordation in the Company's share register of Purchaser's full and unrestricted title to consummate the transactions described hereinShares Sold. (viiic) Fifty Million unregistered Datameg common shares issued At least five (5) business days prior to Buyer in consideration Closing, Purchaser shall deliver the Purchase Price to Counsel by wire transfer or other means of Buyerimmediately available funds and provided evidence thereof to Seller. Upon receipt, Counsel shall then deliver the Certificates and Transfer Documents to the Company’s assumption transfer agent. Upon confirmation by Company's transfer agent of (i) the receipt of the NoteCertificates and Transfer Documents, (ii) that no further documentation is required to transfer the Shares Sold to the Purchaser; and (iii) confirmation that there have been no changes in the Company’s capitalization as represented to the Purchaser by the Company as of the date of this Agreement;; then Counsel shall promptly, and no later than one business day after confirmation thereof by the Company's transfer agent, deliver to the Seller the Net Cash Purchase Price by wire transfer to the account set forth on Exhibit B. Seller hereby authorizes the Purchaser to deduct from its Cash Purchase Price, the sum of $750.00 as payment to Counsel to cover the closing administrative costs of the disbursement of the Purchase Price and other administrative costs associated with the Closing.

Closing Deliveries. (a) At the Closing, Buyer shall deliver to Seller: (iA) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to BuyerPurchaser: (i1) stock certificate(s) evidencing certificates representing the Stock Shares, duly endorsed in blank, blank or accompanied by stock powers duly executed in blank, proper form for transfer to Buyer, together with any required deed or stock transfer stampsPurchaser; (ii2) an Assignment and Assumption of Option Agreement in substantially the documents described in Sections 5.2(cform attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (d) as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (ecollectively, the "Optionees"), duly executed by Seller and each Optionee; (iii3) an a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed receipt for by Seller; and (4) a certificate of the Closing Date Cash Amount less Secretary of the sum Company certifying, as complete and accurate as of (A) the Environmental Offset AmountClosing, if any attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the Escrow Amount, if any"Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (iv2) the Assignment Agreement, duly executed by Purchaser; and (3) a good standing certificate for the Company issued by of the Secretary of State of its state of incorporation Purchaser certifying and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days attaching all requisite resolutions or actions of the Closing Date; (v) a bring-down good standing certificate for board of directors of Purchaser, approving the Company, dated as execution and delivery of this Agreement and the consummation of the Closing Datetransactions contemplated by this Agreement, issued by and certifying to the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) incumbency and signatures of the Treasury Regulations; (vii) such officers of Purchaser executing this Agreement and any other documents and instruments as counsel for Buyer shall reasonably request document contemplated hereby to consummate the transactions described hereinbe executed by Purchaser. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) one or more stock certificates (if physical certificates are required by the documents described in Sections 5.3(cPurchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed Preferred Shares subscribed for by Purchaser hereunder, registered in blankthe name of such Purchaser or as otherwise set forth on the Investor Questionnaire included as Exhibit D, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c)hereto, (dthe “Stock Certificates”) (or, if the Company and (esuch Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Preferred Shares registered in the name of such Purchaser or as otherwise set forth on the Investor Questionnaire); (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less and in the sum of (A) form attached hereto as Exhibit E, executed by such counsel and addressed to the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchasers; (iv) a good standing certificate for the Company issued Registration Rights Agreement duly executed by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateCompany; (v) a bring-down good standing certificate for of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State Directors of its state the Company (“Board of Directors”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and bylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate signed by the Seller of its non-foreign status pursuant Compliance Certificate referred to in Section 1.1445-2(b)(2) of the Treasury Regulations5.1(g); (vii) such other documents and instruments a Certificate of Good Standing for the Company from the California Secretary of State, as counsel for Buyer shall reasonably request to consummate the transactions described herein.of a recent date; and (viii) Fifty Million unregistered Datameg common shares issued a Certificate of Good Standing for the Bank from the DFI, as of a recent date. (b) On or prior to Buyer the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in consideration of BuyerU.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s assumption of name on the Note.applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit D.

Closing Deliveries. (a) At the Closing, Buyer each Seller (as applicable) shall deliver or cause to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled be delivered to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to BuyerPurchaser: (i) stock certificate(s) certificates evidencing the Stock Transferred Subsidiary Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together blank and with any all required deed or stock transfer stampstax stamps affixed; (ii) the documents described ▇▇▇▇ of Sale, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in Sections 5.2(c)form and substance reasonably satisfactory to the Purchaser, (d) and (e)as may be reasonably requested by the Purchaser to effect the transfer of the Transferred Assets to the Purchaser or evidence such transfer on the public records, in each case duly executed by the applicable Asset Seller; (iii) an the Assumption Agreement executed by each applicable Asset Seller; (iv) executed counterparts of each Ancillary Agreement other than the Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and (iii); (v) a receipt for the Purchase Price, as adjusted in accordance with this Agreement; (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the applicable Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of each Seller certifying the names and signatures of the officers or other authorized Person of such Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder; (viii) a certificate of the Secretary or an Assistant Secretary of each Transferred Subsidiary certifying that the transfer of the Transferred Subsidiary Shares has been duly noted in the corporate records of the corresponding Transferred Subsidiary; (ix) evidence that, after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date Cash Amount less shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the sum directors of the Transferred Subsidiaries; (xi) (A) evidence of the Environmental Offset Amount, if any release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (B) pay-off letters and evidence of the Escrow Amountrelease of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in item 45 of Section 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (xii) a certificate of a duly authorized officer or other authorized Person of the Sellers certifying as to the matters set forth in Section 8.02(a). (b) At the Closing, if anythe Purchaser shall deliver or cause to be delivered to the Sellers (except as set forth in (vi) below): (i) the Purchase Price, as adjusted in accordance with this Agreement, by wire transfer in immediately available funds to the Purchase Price Bank Account; (ii) executed counterparts of each Ancillary Agreement to which the Purchaser is a party; (iii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser and the stockholders of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) a good standing certificate for the Company issued by of the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days or an Assistant Secretary of the Closing DatePurchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (v) a bring-down good standing certificate for the Company, dated as of a duly authorized officer of the Closing Date, issued by Purchaser certifying as to the Secretary of State of its state of incorporation;matters set forth in Section 8.01(a); and (vi) the Estimated Mexican Net Debt by wire transfer in immediately available funds to a certificate signed bank account or bank accounts to be designated by Rhodia in a written notice to the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of Purchaser at least five Business Days before the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinClosing. (viiic) Fifty Million unregistered Datameg common shares issued At the Closing, Parent shall deliver or cause to Buyer in consideration of Buyer’s assumption be delivered to the Sellers, a certificate of the NoteSecretary or an Assistant Secretary of Parent certifying the names and signatures of the officers of Parent authorized to sign this Agreement.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall deliver or cause to Seller:be delivered to each Investor the following (the “Company Deliverables”): (i) One Million a certificate evidencing a number of Buyer’s common stockShares equal to such Investors Investment Amount divided by the Per Unit Purchase Price, unregistered but entitled to piggy-back registrationregistered in the name of such Investor; (ii) a Warrant registered in the documents described in Sections 5.3(cname of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock equal to one-fifth of the number of Shares issuable to such Investor Section 2.2(a)(i), at an exercise price that is equal to 130% of the Per Unit Purchase Price (d) and (ethe “Warrant Shares”); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers this Agreement duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) by the documents described in Sections 5.2(c), (d) Company and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyeach Investor; (iv) a good standing certificate for the Company issued executed by the Secretary of State of its state of incorporation Company’s chief executive officer and of such other applicable jurisdictions where chief financial officer, confirming the Company is continued truth and correctness in all material respects (except as to those representations and warranties qualified by materiality, as to do business, dated which the confirmation shall be as of a date within twenty (20to their continued truth and correctness) days as of the Closing DateDate of the Company’s representations and warranties made in Article 3 hereof; (v) a bring-down good standing certificate for certificate, executed by the Company, Secretary of the Company and dated as of the Closing Date, issued as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Secretary Company's Board of State of its state Directors in a form reasonably acceptable to the Investors, and (ii) the current certificate of incorporation, as amended, and bylaws, as amended, of the Company; (vi) executed consents of at least a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) majority of the Treasury Regulationsshares of Common Stock then outstanding approving the items set forth in Section 4.13 herein; (vii) such other documents the legal opinion of Yuan Tai Law Offices, People’s Republic of China, Counsel to the Company and instruments as counsel for Buyer shall reasonably request of ▇▇▇▇ ▇▇▇▇ & Co., Solicitors, Hong Kong, Counsel to consummate the transactions described herein.Company, addressed to the Investors, in the form of Exhibit F attached hereto; (viii) Fifty Million unregistered Datameg common shares issued the legal opinion of Company Counsel addressed to Buyer the Investors, in consideration the form of Buyer’s assumption Exhibit G attached hereto; (ix) the Closing Escrow Agreement, duly executed by all parties thereto; (x) the Make Good Escrow Agreement, duly executed by all parties thereto; (xi) the Registration Rights Agreement, duly executed by the Company; (xii) the Draft S-1 Registration Statement; and (xiii) the Lock-Up Agreement duly executed by all executive officers and directors of the NoteCompany and each stockholder owning directly or indirectly shares representing 10% or more of the Company’s total outstanding shares. (b) On or prior to the Closing Date, each Investor shall deliver or cause to be delivered the following (the “Investor Deliverables”): (i) to the Company, this Agreement duly executed by the Investor; (ii) to the Escrow Agent for deposit and disbursement in accordance with the Closing Escrow Agreement, Investment Amount, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (iii) to the Company, the Registration Rights Agreement, duly executed by such Investor. (c) Within three (3) Business Days following the Closing Date, the Company shall deliver or cause to be delivered the following: (i) one or more stock certificates evidencing Shares with a stated value equal to such Investor’s Investment Amount, registered in the name of such Investor; and (ii) a Warrant registered in the name of such Investor evidencing the number of Warrants set forth on such Investor’s signature page attached hereto.

Closing Deliveries. (a) At the Closing, Buyer in addition to the payment by Purchaser of the Estimated Purchase Price and the payment by the Company of the Share Redemption Cash Consideration, if any, in each case pursuant to Section 2.5, (a) Purchaser shall deliver or cause to Sellerbe delivered: (i1) One Million to Seller, a certificate of Buyer’s common stockthe Secretary, unregistered but entitled Assistant Secretary or other duly authorized officer of Purchaser, dated the Closing Date, as to piggy-back registrationthe resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Purchaser is a party; (ii2) to Seller, the documents described certificates referenced in Sections 5.3(c), (d6.4(a)(1) and (eb)(1); and (iii3) to Seller and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Purchaser and/or its Affiliates (other than the Company) is a party, duly executed by Purchaser and/or such Affiliates of Purchaser (other documents and instruments as counsel for Seller shall reasonably request to consummate than the transactions described hereinCompany). (b) At the Closing, Seller shall deliver or cause to Buyerbe delivered: (i1) stock certificate(s) to Purchaser, a certificate or certificates evidencing all of the Stock Transferred Shares, duly endorsed in blank, blank or accompanied by stock powers duly executed in blank, in proper form for transfer to Buyer, together on the stock transfer books of the Company and with any required deed or requisite stock transfer stampsTax stamps properly affixed thereto; (ii2) to Purchaser, a certificate or certificates evidencing the documents described cancellation of all of the Redeemed Shares; (3) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Seller, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (4) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company or any Affiliate of Seller that is a party to any Transaction Agreement, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Company or such Affiliate, as the case may be, evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which the Company or such Affiliate, as the case may be, is a party; (5) to Purchaser, an affidavit in Sections 5.2(c)a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and that it is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (d6) and (eto Purchaser, copies of the resignations referenced in Section 6.3(a); (iii7) an executed receipt for to Purchaser, the certificates referenced in Sections 6.2(a) and (b); (8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) and (b); (9) to Purchaser, the Books and Records of the Company in accordance with Section 5.20; (10) to Purchaser, the releases contemplated by Section 5.9(a); (11) to Purchaser, a copy of each Assigned Pre-Closing Confidentiality Agreement in accordance with Section 5.1(e); and (12) to Purchaser and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Cash Amount less Reinsurance Agreements) to which Seller and/or its Affiliates (including the sum of Company) is a party, duly executed by Seller and/or such Affiliates (A) including the Environmental Offset Amount, if any and (B) the Escrow Amount, if any;Company). (ivc) Life Reinsurer shall deliver or cause to be delivered: (1) to Seller, a good standing certificate for of the Company issued by the Secretary, Assistant Secretary or other duly authorized officer of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessLife Reinsurer, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued as to the resolutions duly and validly adopted by the Secretary Board of State Directors of Life Reinsurer evidencing its state authorization of incorporationthe execution, delivery and performance of this Agreement and the other Transaction Agreements to which Life Reinsurer is or will be a party; (vi2) a certificate signed by to Seller, the Seller certificates referenced in Sections 6.4(a)(2) and (b)(2); and (3) to Purchaser and Seller, counterparts of its non-foreign status pursuant to Section 1.1445-2(b)(2) each of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request Transaction Agreements to consummate the transactions described hereinwhich Life Reinsurer is or will be a party, duly executed by Life Reinsurer. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At least five (5) Business Days prior to the Closing (except as noted below), Borrower shall issue, deliver or cause to be delivered to Initial Lender the following: the Note, free and clear of all restrictive and other legends (except as provided in the form of Note attached hereto as Exhibit A), duly executed by Borrower, to be held in escrow and released upon the Closing; a notice of borrowing, Buyer shall deliver to Seller: substantially in the form attached hereto as Exhibit B, delivered by 10:00 a.m. (iNew York, New York time) One Million (the “Notice of BuyerBorrowing”). a legal opinion of Borrower’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businesscounsel, dated as of the Closing Date and substantially in the form attached hereto as Exhibit C, executed by such counsel and addressed to Lenders, to be released upon the Closing; a date within twenty (20) days certificate of the Closing Date; (v) a bring-down good standing certificate for Secretary of Borrower, in the Companyform attached hereto as Exhibit D, dated as of the Closing Date, issued to be held in escrow and released upon the Closing, certifying: (A) the resolutions adopted by the Secretary board of State directors of Borrower (the “Board”) or a duly authorized committee thereof approving the borrowing of the Term Loan and approving the other transactions contemplated by this Agreement; (B) the current versions of the organizational documents and bylaws of Borrower; and (C) as to the signatures and authority of persons signing this Agreement and related documents on behalf of Borrower; a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower, in the form attached hereto as Exhibit E, dated as of the Closing Date, to be held in escrow and released upon the Closing, certifying to the fulfillment of the conditions specified in 0(a), 0(b) and 0(d); a certificate of existence or good standing for Borrower from each of the jurisdictions of Borrower’s incorporation and Borrower’s principal place of business, each as of a recent date; a certificate of existence or good standing for the Bank from the jurisdiction of the Bank’s formation as of a recent date; and a transfer to Initial Lender or its state of incorporation; designee, in immediately available funds, of: (viA) the closing fee indicated in (b); and (B) a certificate signed by reimbursement to Lender of all of Lender’s reasonable transactional expenses in excess of $5,000; provided, however, that the Seller maximum amount of its non-foreign status transactional expenses for which Borrower shall reimburse Lender shall be $5,000; provided further, that the amounts payable hereunder may be paid through a net settlement of the Term Loan amount to be transferred to Borrower pursuant to Section 1.1445-2(b)(21.1 and Section 1.9(b)(ii) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinbelow. (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer in consideration of Buyer’s assumption the Closing, Initial Lender shall deliver or cause to be delivered to Borrower the following: Schedule C, indicating the principal amount of the NoteTerm Loan and the applicable interest rate, either attached to this Agreement, duly executed by the Initial Lender, or, if this Agreement has previously been delivered, in a separate written notice to Borrower; and a transfer to Borrower, in immediately available funds, of an amount equal to the principal value of the Term Loan extended (at the option of Initial Lender, net of any amounts due to Initial Lender pursuant to Section 1.9(a)), in accordance with written wire transfer instructions indicated in the Notice of Borrowing delivered by Borrower to Initial Lender at least five Business Days prior to the Closing.

Closing Deliveries. (a) At the Closing, Seller Parties shall deliver, or cause to be delivered, to Buyer shall deliver to Sellereach of the following: (i) One Million of Buyer’s common stockAssignment and Assumption Agreement, unregistered but entitled to piggy-back registrationduly executed by Seller Parties; (ii) Patent Assignment Agreement, duly executed by Seller Parties; (iii) Clinical Manufacturing and Supply Agreement, duly executed by GlaxoSmithKline Trading Services Limited; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (iv) the documents described in Sections 5.3(c), (d) and (econsents set forth on Schedule 10.1(e); and (iiiv) such other documents Officer’s Certificate of each Seller Party, dated as of the Closing Date, signed by a duly authorized officer of each Seller Party, certifying that the conditions specified in Sections 10.1(a) (Accuracy of Representations) and instruments as counsel for 10.1(b) (Seller shall reasonably request to consummate the transactions described hereinParties’ Performance) have been fulfilled. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller shall deliver to BuyerParties each of the following: (i) stock certificate(s) evidencing the Stock duly endorsed in blankAssignment and Assumption Agreement, or accompanied by stock powers duly executed in blank, for transfer to by Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c)Patent Assignment Agreement, (d) and (e)duly executed by Buyer; (iii) an Clinical Manufacturing and Supply Agreement, duly executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyby Buyer; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the CompanyOfficer’s Certificate, dated as of the Closing Date, issued signed by a duly authorized officer of Buyer, certifying that the Secretary conditions specified in Sections 10.2(a) (Accuracy of State of its state of incorporation;Representations) and 10.2(b) (Buyer’s Performance) have been fulfilled; and (viv) a certificate signed by wire transfer to an account specified by Seller Parties no later than [***] prior to the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of Closing Date, in immediately available funds, the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinUpfront Fee. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer shall deliver Parent will deliver, or cause to Sellerbe delivered, to Buyer: (i) One Million of Buyer’s common stockthe Deed, unregistered but entitled to piggy-back registrationduly executed and acknowledged by Seller and in recordable form; (ii) the documents described ▇▇▇▇ of Sale, duly executed by Seller; (iii) copies of all Seller’s Required Consents obtained by Parent or Seller ; (iv) the certificate of incorporation, certificate of formation or similar formation document of each of Parent and Seller, certified as of a date not earlier than 15 days prior to the Closing Date, by the office of the Secretary of State of such entity’s organization; (v) a certificate of good standing with respect to (A) Seller , dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization and from the office of Secretary of State of each state in Sections 5.3(c)which Seller is qualified or licensed to do business as a foreign limited liability company, (d) and (e)B) Parent, dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization; (vi) copies, certified on the Closing Date by the Secretary or Assistant Secretary of each of Parent and Seller of corporate or limited liability company resolutions, as applicable, authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate dated the Closing Date of the Secretary or Assistant Secretary of each of Parent and Seller identifying the name and title and bearing the signatures of the respective officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Parent or Seller is a party; (viii) a complete copy of the Organizational Documents as in effect on the Closing Date of each of Parent and Seller, certified by the Secretary or Assistant Secretary of each of Parent and Seller; and (iiiix) such other documents and instruments as counsel for Seller shall Buyer may reasonably request to consummate carry out the transactions described hereinpurposes of this Agreement. (b) At the Closing, Seller shall deliver Buyer will issue to Cinergy Corp. in full satisfaction of the Purchase Price one or more promissory notes, each in substantially the form attached as Exhibit A to the Buyer’s Petition filed with the Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, 2002. In addition, Buyer will deliver, or cause to be delivered, to Seller: (i) stock certificate(s) evidencing the Stock duly endorsed in blankAssumption Agreement, or accompanied by stock powers duly executed in blank, for transfer to by Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)copies of all Buyer’s Required Consents obtained by Buyer; (iii) an executed receipt for the certificate of incorporation, certificate of formation or similar formation document of Buyer , certified as of a date not earlier than 20 days prior to the Closing Date Cash Amount less Date, by the sum office of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anySecretary of State of such entity’s organization; (iv) a good standing certificate for copies, certified on the Company issued Closing Date by the Secretary or Assistant Secretary of State Buyer, of its state corporate resolutions authorizing the execution and delivery of incorporation this Agreement and of such other applicable jurisdictions where each Ancillary Agreement to which Buyer is a party, and the Company is qualified to do business, dated as of a date within twenty (20) days consummation of the Closing Datetransactions contemplated hereby and thereby; (v) a bring-down good standing certificate for dated the Company, dated as Closing Date of the Closing Date, issued by the Secretary or Assistant Secretary of State Buyer identifying the name and title and bearing the signatures of its state of incorporationthe officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party; (vi) a certificate signed complete copy of the Organizational Documents as in effect on the Closing Date of Buyer, certified by the Seller Secretary or Assistant Secretary of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations;Buyer; and (vii) such other documents and instruments as counsel for Buyer shall Seller or Parent may reasonably request to consummate carry out the transactions described hereinpurposes of this Agreement. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At or prior to the Closing, Buyer shall the Company will issue, deliver or cause to Seller:be delivered to the Purchaser (or to each Individual Purchaser, as the case may be) the following (“Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Sections 5.3(cSection 4.2(b)), evidencing the Shares to be purchased by each Individual Purchaser, which for any such Individual Purchaser shall be equal to (dA) ( 1) the aggregate number of shares of Common Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, and (e); and B) (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii1) the documents described aggregate number of shares of Nonvoting Preferred Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Sections 5.2(c)Annex I hereto, registered in the name of the applicable Individual Purchaser or as otherwise set forth on such Individual Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (d) and (e“Stock Certificates”); (iii) an executed receipt for the Closing Date Cash Amount less the sum a legal opinion of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the CompanyCounsel, dated as of the Closing Date, issued in substantially the form attached hereto as Exhibit B, executed by such counsel and addressed to the Purchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of State the Company, in the form attached hereto as Exhibit C, dated as of its state the Closing Date, (a) certifying the resolutions adopted by the Board of incorporationDirectors approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the shares of Common Stock under the Other Purchase Agreements, (b) certifying the current versions of the Constituent Documents of the Company, and (c) certifying as to the signatures and authority of the individuals signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations;Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.l(a), 5.l(b) and 5.lG); and (vii) such other documents a Certificate of Good Standing and instruments a Certificate of Existence for the Company from the Louisiana Secretary of State dated as counsel for Buyer shall reasonably request to consummate the transactions described hereinof a recent date. (viiib) Fifty Million unregistered Datameg common shares issued At or prior to Buyer the Closing, the Purchaser (or each Individual Purchaser, as the case may be) will deliver or cause to be delivered to the Company the following (“Purchaser Deliverables”): (i) this Agreement, duly executed by each Individual Purchaser; (ii) the Subscription Amount, in consideration of BuyerU.S. dollars and in immediately available funds, by wire transfer in accordance with the Company’s assumption written instructions; provided that each Individual Purchaser shall so deliver its portion of the NoteSubscription Amount in the amount specified for such individual in Annex I hereto. (iii) the Registration Rights Agreement, duly executed by each Individual Purchaser; and (iv) a fully completed Stock Certificate Questionnaire for each Individual Purchaser in the form attached hereto as Exhibit A.

Closing Deliveries. (a) At On the ClosingClosing Date, Buyer shall the Company will deliver or cause to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled be delivered to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to each Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amountitems required to be delivered to Buyer pursuant to Section 8, if any and duly executed by the Company where so required, (B) certificates representing the Escrow applicable Debenture and Warrant, (C) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (1) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the applicable Closing Date, as if such representations and warranties were made and given on all such dates, (2) adopting the covenants and conditions set forth in this Agreement in relation to the applicable Debenture and Warrants, (3) representing the timely compliance by the Company with the Company's registration requirements set forth in the Registration Rights Agreement, and (4) certifying that an Event of Default has not occurred, (D) a legal opinion in substantially the form of Exhibit E attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("CLOSING LEGAL OPINION"), (E) a Debenture with a principal amount equal to such Buyer’s Original Principal Amount, if any;registered in the name of such Buyer, (ivF) a good standing certificate for Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(v)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(v)) subject to adjustment therein, and (G) the Intercreditor Agreement duly executed by the Company issued by and the Secretary of State of its state of incorporation and of such other applicable jurisdictions where buyers signatory to the Company is qualified to do businessSecurities Purchase Agreement, dated as of a date within twenty (20) days of April 16, 2007, between the Closing DateCompany and such buyers; (vH) a bring-down good standing certificate for Limited Standstill Agreements, in the Companyform of Exhibit F hereto, dated duly executed by each of the Designated Insiders (as of defined in Section 4(r)). On the Closing Date, issued each Buyer shall deliver or cause to be delivered to the Company the following: (A) this Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement and the Intercreditor Agreement duly executed by such Buyer, (B) funds in the amount of such Buyer’s applicable Purchase Price by wire transfer to the account as specified in writing by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinCompany. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described in Sections 5.3(c)one or more stock certificates, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed Common Shares subscribed for by Purchaser hereunder, registered in blank, the name of such Purchaser or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)its nominee; (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less and in the sum of (A) form attached hereto as Exhibit D, executed by such counsel and addressed to the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchasers; (iv) a good standing certificate for the Company issued by of the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, issued (a) certifying (I) the resolutions adopted by the Secretary Board of State Directors of its state the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of incorporationthe Securities and (II) the resolutions of the shareholders of the Company in connection with the transactions contemplated by this Agreement and the other Transaction Documents, (b) certifying the current versions of the Articles of Incorporation, as amended, and Bylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) a certificate of the Chief Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit F, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and 5.1(b); and (vi) a certificate signed by the Seller Certificate of its non-foreign status pursuant to Section 1.1445-2(b)(2) Existence for each of the Treasury Regulations; (vii) such other documents Company and instruments the Bank from the North Carolina Secretary of State as counsel for Buyer shall reasonably request to consummate the transactions described hereinof a recent date. (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; and (ii) its Subscription Amount, in consideration of BuyerU.S. dollars and in immediately available funds, by wire transfer in accordance with the Company’s assumption of the Notewritten instructions.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Sellerbe delivered to each Purchaser the following: (i) One Million evidence that the Certificate of Buyer’s common stock, unregistered but entitled Designations has been filed and become effective on or prior to piggy-back registrationthe Closing Date with the Secretary of State of the State of Delaware; (ii) the documents described legal opinion of Company Counsel, customary in Sections 5.3(c)form and substance and reasonably acceptable to the Purchasers and their respective counsel, executed by such counsel; (diii) a certificate dated as of the Closing Date and signed by the chief executive officer of the Company certifying as to the fulfillment of each of the conditions set forth in Section 5.1; (iv) a letter addressed to each of the Purchasers from (i) Company Counsel and (e)ii) counsel to the initial purchasers for the Company’s issuance of new senior notes, pursuant to which the Purchasers are expressly permitted to rely on the negative assurance letters delivered by such counsel in connection with the Offering Memorandum; and (iiiv) such any other documents and instruments as document reasonably requested by the Purchasers or counsel for Seller shall reasonably request to consummate the transactions described hereinPurchasers. (b) At In addition, at the Closing, Seller the Company shall deliver or cause to Buyerbe delivered to each Initial Purchaser the following: (i) stock certificate(scertificates representing the number of the Shares indicated below each Initial Purchaser’s name on the signature page of this Agreement under the heading “Shares,” registered in the name of each corresponding Initial Purchaser. (c) evidencing In addition, at the Stock duly endorsed Closing, the Company shall deliver or cause to be delivered to the Subsequent Purchaser the following: (i) the letter agreement in blankthe form of Exhibit C (the “Board Rights Letter”), or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsby the Company; (ii) the documents described letter agreement in Sections 5.2(cthe form of Exhibit E (the “Management Rights Letter”), (d) and (e)duly executed by the Company; (iii) an the Registration Rights Agreement, duly executed receipt for by the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any;Company; and (iv) a good standing certificate for certificates representing the number of the Shares indicated below the Subsequent Purchaser’s name on the signature page of this Agreement under the heading “Shares,” registered in the name of the Subsequent Purchaser. (d) At the Closing, each Initial Purchaser shall deliver or cause to be delivered to the Company issued the following: (i) the purchase price indicated below such Initial Purchaser’s name on the signature page of this Agreement under the heading “Purchase Price,” in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Secretary of State of its state of incorporation Company for such purpose; (ii) each Transaction Document to which such Initial Purchaser is a signatory, duly executed by such Initial Purchaser and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20iii) days upon consummation of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as sale of the Closing DateShares to the Subsequent Purchaser, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status certificates delivered pursuant to Section 1.1445-2(b)(22.2(b)(i) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinabove. (viiie) Fifty Million unregistered Datameg common shares issued At the Closing, the Subsequent Purchaser shall deliver or cause to Buyer be delivered: (i) to the Initial Purchasers, the purchase price indicated below the Subsequent Purchaser’s name on the signature page of this Agreement under the heading “Purchase Price,” in consideration of Buyer’s assumption of U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the NoteInitial Purchasers for such purpose; and (ii) to the Company and the Initial Purchasers, each Transaction Document to which the Subsequent Purchaser and such other Person is a signatory, duly executed by the Subsequent Purchaser.

Closing Deliveries. (a) At the ClosingPurchaser shall have received, Buyer in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall be reasonably request requested by Purchaser to consummate the transactions described contemplated hereby to and convey to Purchaser all of the Shares as contemplated herein. (b) At , including the Closing, Seller shall deliver to Buyerfollowing duly executed instruments: (ia) stock certificate(s) evidencing the Stock duly endorsed in blankall consents listed on Schedule 3.3, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt except for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow AmountRegulatory Approvals, if any; (ivb) a good standing certificate for the each Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessEntity, dated as of a date within twenty (20) 5 days of the Closing Date; (vc) a bring-down good standing certificate for Stock Certificates relating to the Company, dated as of Shares and the Closing Date, issued by ADEXCOMM Shares and Unit Certificates relating to the Secretary of State of its state of incorporationUnits; (vid) a certificate signed Secretary’s Certificate of each Company Entity, certifying as to resolutions adopted by the Seller Board of its non-foreign status pursuant to Section 1.1445-2(b)(2) Directors of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate Company Entity approving the transactions described herein.; (viiie) Fifty Million unregistered Datameg common shares issued an employment agreement between ▇▇▇▇▇▇▇ and the Company on terms satisfactory to Buyer Purchaser, including, but not limited to, the following terms and conditions: (i) one year from Closing Date term; (ii) $225,000 in consideration salary; (iii) 10% bonus tied to an increase in EBITDA over a threshold amount (“▇▇▇▇▇▇▇’▇ Employment Agreement”); (f) a payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the full satisfaction of Buyer’s assumption all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the Noteterms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing Payoff Debt that provides for a security interest in any assets of a Company Entity; (g) a confidentiality agreement, in form reasonably acceptable to Purchaser, executed by ADEX Medical, ADEX Telecom, Inc. and ADEX LLC; and (h) a subordination agreement substantially in the form of Exhibit C executed by each Seller (the “Subordination Agreement”).

Closing Deliveries. (a) At the Closing, Buyer Seller shall deliver or cause to Sellerbe delivered to Purchaser: (i) One Million one or more certificate(s) representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form reasonably satisfactory to Purchaser for transfer on the books of Buyer’s common stock, unregistered but entitled to piggy-back registrationGNLV and GNL (with any requisite transfer Tax stamps attached by Seller); (ii) an executed receipt for the documents described Closing Date Purchase Price; (iii) copies of the Articles of Incorporation (in Sections 5.3(cthe case of GNELLC, its Articles of Organization) of each of the MGM Acquired Entities, certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (iv) a copy, certified by the Secretary of (A) each of the MGM Parties, of the resolutions of its Board of Directors or Executive Committee thereof (in the case of GNELLC, its Board of Managers) authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, and in each case such resolutions shall be in full force and effect and not revoked and (B) each of the MGM Acquired Entities, of its Bylaws (in the case of GNELLC, the GNELLC Operating Agreement); (v) a duly executed certificate of the President of each of the MGM Parties pursuant to Section 6.3(c); (vi) a good standing certificate (or its equivalent) for each of the MGM Acquired Entities issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where any of the MGM Acquired Entities are qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within three Business Days prior to the Closing Date; (vii) a bring down good standing certificate, dated as of the Closing Date, of each of the certificates delivered pursuant to Section 2.3(a)(vi), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (dviii) the original stock and corporate minutes books (eor their equivalent) of each of the MGM Acquired Entities, except for the GNLV stock and corporate minute books for the years 1974-1988; (ix) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the MGM Acquired Entities and FSELLC (in the case of any appointees of the MGM Acquired Entities to the FSELLC Board of Managers) as Purchaser shall have requested in writing not less than two Business Days prior to the Closing Date; (x) an opinion from Seller’s outside counsel in form and substance reasonably satisfactory to Purchaser and its outside counsel addressing reasonable and customary matters for this type of transaction; (xi) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.8; (xii) duly executed copies of the bills of sale evidencing the Slot Machine Transfer; (xiii) a duly executed copy of the ▇▇▇▇ of sale evidencing the Nuggets Transfer; (xiv) a duly executed copy of the ▇▇▇▇ of sale evidencing the Artwork Transfer; (xv) duly executed copies of documentation evidencing the Amendment of Indemnification Contracts; (xvi) duly executed copies of documentation evidencing the Termination of Affiliate Contracts; (xvii) evidence in form and substance satisfactory to Purchaser that the Release of Encumbrances occurs at the Closing, including without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges, executed releases to be filed with the United States Patent and Trademark Office and the United States Copyright Office with respect to Intellectual Property or other appropriate termination statements, recordings and other actions Purchaser deems necessary or advisable; (xviii) evidence in form and substance satisfactory to Purchaser that the Release of Guaranties occurs at the Closing; (xix) results of a recent search, by a Person satisfactory to the Purchaser, of all effective Uniform Commercial Code financing statements and fixture filings and all judgment and Tax lien filings that may have been made with respect to the Shares, the GNELLC Interest, the FSELLC Interest and any assets or properties of the MGM Acquired Entities, together with copies of all such filings disclosed by such search; (xx) an executed counterpart of the Transitional Services Agreement; (xxi) FIRPTA certificates in form and substance reasonably satisfactory to Purchaser; (xxii) duly executed copies of the assignment and license agreements as required by Section 5.14(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the MGM Acquired Entities Owned Intellectual Property and the right to Use the Used Intellectual Property to Purchaser; (xxiii) a duly executed copy of the contribution agreement evidencing the Government Treasury Strips Transfer; (xxiv) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.27; and (iiixxv) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents documents, agreements, instruments, writings and instruments certificates as counsel for Seller shall Purchaser may reasonably request to consummate effect the transactions described hereincontemplated by this Agreement, in form and substance reasonably satisfactory to Purchaser. (b) At the Closing, Seller the Purchaser shall deliver or cause to Buyerbe delivered to Seller: (i) stock certificate(sthe Closing Date Purchase Price (less the Seller Financing) evidencing the Stock duly endorsed in blank, or accompanied immediately available funds by stock powers duly executed in blank, for wire transfer to Buyer, together an account designated by Seller in writing to Purchaser with any required deed or stock transfer stampssuch notice being provided to Purchaser no less than five Business Days prior to the Closing Date; (ii) an executed receipt for delivery of the documents described in Sections 5.2(c), (d) and (e)Shares; (iii) the executed Seller Note; (iv) the executed Poster Guaranty; (v) the executed stock pledge agreement relating to the shares of PB Gaming owned by ▇▇▇▇▇▇▇ Poster and the stock certificate(s) evidencing such shares accompanied by stock power(s) duly executed in blank; (vi) copies of the principal transaction documents relating to the Financing; (vii) a copy of the Poster Note; (viii) a copy of the Articles of Incorporation of PB Gaming, certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (ix) a copy, certified by the Secretary of PB Gaming of its Bylaws; (x) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyShares; (ivxi) a copy, certified by the Secretary of Purchaser, of the resolutions of Purchaser’s board of directors authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (xii) a duly executed certificate of the President of Purchaser pursuant to Section 6.2(c); (xiii) a good standing certificate for the Company of each of Purchaser and PB Gaming issued by the Secretary of State of its state the State of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessNevada, dated as of a date within twenty (20) days of three Business Days prior to the Closing Date; (vxiv) a bring-bring down good standing certificate for the Companycertificate, dated as of the Closing Date, issued by of the certificate delivered pursuant to Section 2.3(b)(xiii), or a verbal confirmation from the Secretary of State of its state the State of incorporationNevada on the Closing Date with respect to such good standing; (vixv) an opinion from Purchaser’s outside counsel in form and substance reasonably satisfactory to Seller and its outside counsel addressing reasonable and customary matters for this type of transaction; (xvi) copies of Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the consummation of the transactions contemplated by this Agreement; (xvii) an executed counterpart of the Transitional Services Agreement; (xviii) a duly executed copy of the solvency certificate signed by from the Seller Chief Financial Officer of its non-foreign status pursuant to Section 1.1445-2(b)(2the Purchaser in connection with paragraph (i) of the Treasury Regulations;Commitment Letter; provided that Parent and Seller as a condition to delivery hereby expressly disclaim and waive any reliance on the information contained in the solvency certificate; and (viixix) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents documents, agreements, instruments, writings and instruments certificates as counsel for Buyer shall Seller may reasonably request to consummate effect the transactions described hereincontemplated by this Agreement, in form and substance reasonably satisfactory to Seller. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Sections 5.3(cSection 4.1(b) hereof), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; Certificate Questionnaire included as Exhibit B-2 hereto (ii) the documents described in Sections 5.2(c“Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (d3) and (e)Business Days of Closing; (iii) an a Warrant, executed receipt by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Closing Date Cash Amount less Inside Investors) of the sum number of (A) Shares issuable to such Purchaser, rounded up to the Environmental Offset Amountnearest whole share, if any and (B) on the Escrow Amount, if anyterms set forth therein; (iv) a good standing certificate for the legal opinion of Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the CompanyCounsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Treasury RegulationsClosing Date; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued to Buyer in consideration by the Commonwealth of Buyer’s assumption Massachusetts, as of a date within ten (10) Business Days of the NoteClosing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. At the Closing, (a) At the ClosingPurchaser shall deliver, Buyer shall deliver or cause to be delivered, to Seller: (i) One Million subject to Section 1.9(a), to one or more accounts designated by Seller (such designation to be made in writing at least two (2) Business Days before the Confirmation Date), the Closing Purchase Price by wire transfer of Buyer’s common stockimmediately available funds; (ii) a counterpart to each of the Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Sale delivered under Section 1.12(a)(iv) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(a)(v)) to which Purchaser or its designated Affiliate is a party, unregistered but entitled substantially in the forms attached as exhibits hereto, duly executed by Purchaser, as applicable; (iii) the certificate to piggy-back registrationbe delivered pursuant to Section 7.2(a); (iv) to the extent any Purchased Asset (other than the Business Real Property) or Assumed Liability is not held by a Purchased Entity, a counterpart of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for such Purchased Assets (other than the Purchased Equity) and such Assumed Liabilities, by and among the applicable Seller Entities, the applicable Rexam Entities and Purchaser, substantially in the form attached as Exhibit C hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser or its designated Affiliate; (v) with respect to each Lease for a Leased Business Real Property to be assigned to Purchaser (and not indirectly conveyed by transfer of the applicable Purchased Entity), a duly executed counterpart of a lease assignment and assumption agreement for such Lease, in substantially the form attached hereto as Exhibit F or in such other form as may be reasonably required by the landlord under such Lease (the “Lease Assignment and Assumption Agreement”); and (vi) with respect to jurisdictions outside the United States in which Purchased Assets (including, for the avoidance of doubt, the Purchased Equity) or Assumed Liabilities are located, other forms and agreements as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement, as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed (as required) by Purchaser or its designated Affiliate. (b) Seller shall deliver, or cause to be delivered, to Purchaser: (i) such bills of sale, share/stock transfer forms, share transfer deeds or notarial copies of share transfer deeds (or, in the event notarial copies cannot be available at Closing, certified copies of share transfer deeds), stock powers or other instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, pursuant to any applicable Foreign Acquisition Agreement, and otherwise consistent in such jurisdictions) as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities, in each case duly executed by the applicable Seller Entities and Rexam Entities; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request certificate to consummate the transactions described herein. (b) At the Closing, Seller shall deliver be delivered pursuant to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (eSection 7.1(a); (iii) an counterparts of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale duly executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amountby each Seller Entity named as a party thereto and each Rexam Entity named as party thereto, if any and (B) the Escrow Amount, if anyas applicable; (iv) a good standing certificate special warranty deed in customary form for each Facility and each Owned Business Real Property located in the Company issued by United States and such deeds, bills of sale, assignments, certificates of title, transfer forms and other documents and instruments for each Facility and each Owned Business Real Property located outside the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessUnited States (each, dated as of a date within twenty (20) days of the Closing Date“Deed”); (v) a bring-down good standing certificate for customary owner’s affidavits of title as may be reasonably required by the Company, dated as title company of Purchaser’s choosing in connection with the conveyance of the Closing Date, issued by Owned Business Real Property located in the Secretary of State of its state of incorporationUnited States; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) counterparts of the Treasury RegulationsForeign Closing Documents duly executed by each Seller Entity named as a party thereto and each Rexam Entity named as a party thereto, as applicable; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate a certificate, executed by Rexam Beverage Can Company that complies with Treasury Regulation Section 1.1445—2(b)(2) of the transactions described herein.Code, substantially in the form of Exhibit D hereto; (viii) Fifty Million unregistered Datameg common shares issued counterparts to Buyer the Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Sale delivered under Section 1.12(b)(iii) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(b)(ix)), substantially in consideration the forms attached as exhibits hereto, duly executed by the applicable Seller Entities and Rexam Entities; (ix) a duly executed counterpart of Buyer’s assumption of each Lease Assignment and Assumption Agreement; and (x) a receipt for the NoteClosing Purchase Price.

Closing Deliveries. (a) At the Closing, Buyer the parties shall deliver or cause to be delivered the following: (a) Each Contributor shall deliver to Sellerthe Company the following: (i) One Million a copy of Buyer’s common stockthe Contribution and Assumption Agreement, unregistered but entitled to piggy-back registrationduly executed by such Contributor; (ii) an affidavit from such Contributor substantially in the documents described form attached hereto as Exhibit G, duly executed by such Contributor; (iii) a copy of the Registration Rights Agreement substantially in Sections 5.3(cthe form attached hereto as Exhibit H (the “Registration Rights Agreement”), duly executed by such Contributor; (div) with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a copy of the Stockholders Agreement substantially in the form attached hereto as Exhibit I (ethe “Stockholders Agreement”), duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as applicable; (v) any other documents that are in the possession of such Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Remaining Company Interests and effectuate the transactions contemplated hereby; and (iiivi) such other documents a certification regarding the accuracy in all material respects of the representations and instruments warranties of the Contributors contained in this Agreement as counsel for Seller shall reasonably request to consummate of the transactions described hereinClosing Date. (b) At the Closing, Seller The Company shall deliver to Buyereach Contributor the following: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, Share Certificates or accompanied evidence of delivery of uncertificated Common Shares by stock powers duly executed in blank, for book-entry and/or other evidence of the transfer of Common Shares to Buyer, together with any required deed or stock transfer stampssuch Contributor; (ii) a copy of the documents described in Sections 5.2(c)Contribution and Assumption Agreement, (d) and (e)duly executed by the Company; (iii) an a copy of the Registration Rights Agreement, duly executed receipt for by the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any;Company; and (iv) a good standing certificate for certification regarding the accuracy in all material respects of the representations and warranties of the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated contained in this Agreement as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viiic) Fifty Million unregistered Datameg common shares issued The Company shall deliver to Buyer in consideration of Buyer’s assumption ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a copy of the NoteStockholders Agreement, duly executed by the Company and Column.

Closing Deliveries. (ai) At or prior to the applicable Closing, Buyer each Subscriber participating in such Closing shall deliver to Sellerthe Company: (iA) One Million a duly executed copy of Buyer’s common stockthis Agreement together with the duly executed Investor Questionnaire in the form attached hereto as Exhibit A, unregistered but entitled completed to piggy-back registrationthe satisfaction of the Company; (B) the Subscription Amount in the manner prescribed by Section 1.2 hereto; and (C) a duly executed counterpart signature page to the Registration Rights Agreement, in the form attached hereto as Exhibit [D] (the “Registration Rights Agreement”). (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the final Closing, Seller the Company shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer Placement Agent the legal opinion of counsel to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the initial Closing Datedate, issued by in form and substance reasonably satisfactory to counsel for the Secretary of State of its state of incorporationPlacement Agent. (iii) At or prior to the applicable Closing, the Company shall deliver to the Subscribers: (A) fully executed Notes for the Subscription Amount and on the last closing fully executed Warrants, against payment therefor; (viB) at the final closing a certificate signed duly executed Officer’s Certificate certifying (A) the Company has performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the closing under this Agreement, and (B) the representations and warranties of the Company set forth in Section 2.1 herein were true and correct in all material respects as of the date of this Agreement and are true and correct in all material respects as of the applicable Closing; and (C) at the final closing a duly executed Secretary’s Certificate certifying (A) the resolutions of the Company’s Board of Directors approving (i) this Agreement, the Registration Rights Agreement, the Notes, the Warrants, the PA Warrants, and each of the other agreements and documents entered into or delivered by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2parties hereto in connection with the transactions contemplated hereby or thereby (the “Transaction Documents”) and (ii) the consummation of the Treasury Regulations; (vii) such other documents transactions contemplated hereby and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinthereby. (viiiiv) Fifty Million unregistered Datameg common shares issued At each Closing, the Company shall deliver to Buyer in consideration of Buyer’s assumption the Placement Agent the applicable cash Commission and at the final closing the PA Warrants dated as of the Notefinal Closing date. (v) At or before the final Closing of the Offering, the Company shall deliver to each of the Subscribers in the Offering, a fully executed and compiled copy of the Registration Rights Agreement.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockThis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) One or more stock certificates, containing the documents described legends provided in Sections 5.3(c)Section 4.1(b) hereof, (d) and (e); and (iii) evidencing a number of Shares indicated below such other documents and instruments as counsel for Seller shall reasonably request to consummate Purchaser’s name on the transactions described herein. (b) At signature page of this Agreement, registered in the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)name of such Purchaser; (iii) an a legal opinion of Company Counsel, in the form attached hereto as Exhibit C, executed receipt for by such counsel and addressed to the Closing Date Cash Amount less Purchasers and the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPlacement Agent; (iv) a good standing certificate for the Company issued Registration Rights Agreement, duly executed by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateCompany; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a bring-down good standing certificate for of the CompanySecretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, issued certifying the resolutions adopted by the Secretary Board of State Directors of its state the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, certifying the current versions of the certificate or articles of incorporation; (vi) a certificate signed by the Seller of its non, as amended and by-foreign status pursuant to Section 1.1445-2(b)(2) laws of the Treasury Regulations;Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (vii) such other documents and instruments as counsel for Buyer shall reasonably request the Compliance Certificate referred to consummate the transactions described hereinin Section 5.1(h). (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) This Agreement, duly executed by such Purchaser; (ii) Its Subscription Amount, in consideration of BuyerUnited States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s assumption of name on the Noteapplicable signature page hereto by wire transfer to an account designated in writing by the Company for such purpose, as set forth on Exhibit E attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Securityholder Notice and Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 respectively.

Closing Deliveries. (a) At On or prior to the ClosingClosing with respect to the Purchasers listed on Annex A hereto, Buyer the Company shall issue, deliver or cause to Seller:be delivered to such Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) a legal opinion of Company Counsel dated as of the documents described in Sections 5.3(c), (d) Closing Date and (e); and (iii) addressed to such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)Purchasers; (iii) an the Registration Rights Agreement, duly executed receipt for by the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyCompany; (iv) a copy of the duly executed Irrevocable Transfer Agent Instructions delivered to and acknowledged in writing by the Transfer Agent relating to the issuance of stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Shares subscribed for by the Purchasers hereunder, to be registered in the names provided by the Purchasers as set forth in Section 1 of the Subscription Booklet (the “Stock Certificates”) delivered to the Company pursuant to Section 2.2(b)(iii), with the original Stock Certificates to be delivered to the addresses provided by the Purchasers in such Subscription Booklet within six (6) Business Days following the Closing; provided, however that the copy of the Irrevocable Transfer Agent Instructions and all attachments thereto delivered to Purchasers in compliance with this Section 2.2(a)(iv) shall be redacted to exclude the mailing address and tax identification number of each such Purchaser.; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (vi) a certificate (the “Compliance Certificate”), dated as of the Closing Date and signed by the Company’s Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and (b) in the form attached hereto as Exhibit F. (vii) a certificate evidencing the formation and good standing certificate for of the Company issued by the Secretary of State of its state the State of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessNevada, dated as of a date within twenty five (205) days of the Closing Date. (b) On or prior to the Closing with respect to the Purchasers listed on Annex A hereto, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser by its execution and delivery of the Omnibus Signature Page included in the Subscription Booklet; (vii) its Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to the Escrow maintained by the Escrow Agent as previously provided to the Purchasers; and (iii) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued Subscription Booklet that is fully completed and duly executed by the Secretary of State of its state of incorporation; (vi) a certificate signed by Purchaser in all respects in accordance with the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of instructions set forth in the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinSubscription Booklet. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer shall deliver to SellerPurchaser shall: (i) One Million deliver, or cause to be delivered, to each Seller, duly executed instruments of Buyertransfer of such Seller’s common stock, unregistered but entitled to piggy-back registration;Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the documents described in Sections 5.3(c)written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, (d) and (e); and (iii) such other documents and instruments as Cayman Islands counsel for Seller shall reasonably request Purchaser, addressed to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) Sellers and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Secretary Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of State the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of its state the Acquired Shares; (v) the written resignation of incorporationall directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate signed of incumbency dated as of the Closing Date and issued by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Treasury RegulationsCompany; (vii) such other documents and instruments as the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for Buyer shall reasonably request the Company, addressed to consummate Purchaser dated as of the transactions described herein.Closing Date, in the form set forth in Exhibit D; (viii) Fifty Million unregistered Datameg common shares issued the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Buyer in consideration of Buyer’s assumption Purchaser dated as of the NoteClosing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) the complete set of company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Company Subsidiaries.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Exhibit A to the Subscription Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described in Sections 5.3(c)one or more stock certificates, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser or as otherwise set forth on the Stock duly endorsed Certificate Questionnaire and in blank, or accompanied by stock powers duly executed in blank, for transfer form satisfactory to Buyer, together with any required deed or stock transfer stamps; Purchaser (ii) the documents described in Sections 5.2(c), (d) and (e“Stock Certificates”); (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less and in the sum of (form attached hereto as Exhibit A) , executed by such counsel and addressed to the Environmental Offset Amount, if any Company and (B) the Escrow Amount, if anyPurchaser; (iv) a good standing certificate for the Company issued by the Secretary legal opinions of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business▇▇▇▇▇▇ ▇▇▇▇▇▇, dated as of a date within twenty (20) days of the Closing DateDate and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Company and the Purchaser; (v) a bring-down good standing certificate for the Registration Rights Agreement, duly executed by the Company; and (vi) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State Directors of its state the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the articles of incorporation; (vi) a certificate signed by the Seller of its non, as amended, and by-foreign status pursuant to Section 1.1445-2(b)(2) laws, as amended, of the Treasury RegulationsCompany and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) such other documents and instruments as counsel for Buyer shall reasonably request the Compliance Certificate referred to consummate the transactions described herein.in Section 3(g); and (viii) Fifty Million unregistered Datameg common shares issued the Escrow Agreement, duly executed by the Company and U.S. Bank National Association, as escrow agent. (b) On or prior to Buyer the Closing, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in consideration of BuyerU.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s assumption of name on the Noteapplicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached to the Subscription Agreement.

Closing Deliveries. (a) At Lender shall have received each of the Closingfollowing documents, Buyer instruments and agreements, each of which shall deliver be in form and substance and executed in such counterparts as shall be acceptable to SellerLender and each of which shall, unless otherwise indicated, be dated the Effective Date: (i) One Million an Amended and Restated Promissory Note payable to the order of Buyer’s common stockLender in the amount of the Commitment (as increased pursuant to this Agreement), unregistered but entitled to piggy-back registrationsubstantially in the form of Exhibit A attached hereto (the “Amended Note”), duly executed by Borrower; (ii) a copy of the documents described in Sections 5.3(c)articles or certificate of incorporation, (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blankarticles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by stock powers duly executed a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in blankBorrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) correct and complete on the documents described in Sections 5.2(c), (d) and (e)Effective Date; (iii) an executed receipt for a copy of the Closing Date Cash Amount less operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sum sole manager of (Aeach such Material Subsidiary) that such copy is true, correct and complete on the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyEffective Date; (iv) a good standing certificate for the Company certain certificates and other documents issued by the Secretary of State of its state of incorporation and appropriate Governmental Authorities of such other applicable jurisdictions where as Lender has requested relating to the Company existence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to do business, dated as of a date within twenty (20) days of the Closing Datetransact business in such jurisdictions; (v) a bring-down good standing certificate for the Companyof incumbency of all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated as of the Closing Effective Date, issued executed by the Secretary an authorized Manager of State of its state of incorporationBorrower; (vi) copies of resolutions or comparable authorizations approving this Agreement and the other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificate signed of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Seller operating agreement or comparable charter documents of its non-foreign status pursuant to Section 1.1445-2(b)(2Borrower) by the unanimous written consent of the Treasury Regulations;board of managers and, if applicable, members of Borrower, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the Effective Date; and (vii) such other documents documents, certificates and instruments as Lender or its counsel for Buyer shall may have reasonably request requested (provided that no legal opinions will be required under this Section 4(a)), such documents, certificates and instruments to consummate the transactions described hereinbe satisfactory to Lender or its counsel in all respects in its or their reasonable discretion. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At The Company shall deliver, or cause to be delivered, to the Closing, Buyer shall deliver to SellerEmdeon Entities: (i) One Million the Certificate of BuyerMerger, executed by the Company; (ii) subscription agreements in the form attached hereto as Exhibit B (the “Subscription Agreement”), executed by the Company Member Equity Recipients, along with, in the case of any Company Member Equity Recipient who is an individual and is married (unless such individual does not reside in Texas or another community property state), the spouse of such Company Member Equity Recipient; (iii) an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”), executed by the Members’ Representative and the escrow agent set forth therein; (iv) (a) restrictive covenant agreements in the form attached hereto as Exhibit D-1, executed by each of the Principal Members (other than National Health Systems and ▇▇▇ ▇▇▇▇, Sr.), and (b) a restrictive covenant agreement in the form attached hereto as Exhibit D-2, executed by National Health Systems and ▇▇▇ ▇▇▇▇, Sr. (such agreements, collectively, the “Restrictive Covenant Agreements”); (v) a signature page to the Fifth Amended and Restated Limited Liability Company Agreement of EBS Master in the form attached hereto as Exhibit E (the “EBS Master LLC Agreement”), executed by each of the Company Member Equity Recipients, along with, in the case of any Company Member Equity Recipient who is an individual and is married (unless such individual does not reside in Texas or another community property state), the spouse of such Company Member Equity Recipient; (vi) the Second Amended and Restated Technology Agreement by and between the Company, Envoy, PDX, Inc., PCI Professional Systems, Inc., and Freedom Data Systems, Inc. in the form attached hereto as Exhibit F, entered into by each of the parties thereto; (vii) (a) an employment agreement between Emdeon Business Services LLC and ▇▇▇▇ ▇▇▇▇ in the form attached as Exhibit G-1 (the “▇▇▇▇ ▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇ ▇▇▇▇, and (b) an employment and consulting agreement between Emdeon Business Services LLC and ▇▇▇▇▇▇ ▇▇▇▇ in the form attached as Exhibit G-2 (the “▇▇▇▇▇▇ ▇▇▇▇ Employment and Consulting Agreement”), executed by ▇▇▇▇▇▇ ▇▇▇▇; (viii) (A) a statement in accordance with Treasury Regulation Section 1.1445-11T(d)(2)(i) issued by the Company as of the Closing Date and signed by an officer of the Company under penalties of perjury and duly authorized by the Company’s common stockBoard of Managers, unregistered but entitled certifying that fifty percent (50%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests, or that ninety percent (90%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests plus cash or cash equivalents; and (B) if applicable, any certificate, affidavit or other documentation required to piggyestablish that no withholding is required under applicable state, local and foreign Tax laws; (ix) a copy of the resolutions of the Board of Managers of the Company (the “Board of Managers”) providing for (i) the termination of the Current Option Plan, and (ii) the settlement and cancellation of all Current Plan Options in accordance with Section 2.6(b); (A) the articles of organization (or similar organizational documents) of the Company and each of its Subsidiaries (other than eRx Network Canada, Inc.), each certified by the Secretary of State (or similar authority) of the applicable jurisdiction of organization of each such entity as of a date within ten (10) Business Days prior to the Closing Date, and a notarized copy of the articles of organization of eRx Network Canada, Inc. from ▇▇▇ ▇▇▇▇▇▇, the solicitor of eRx Network Canada, Inc., and (B) a certificate of good standing (or similar certification) for the Company and each of its Subsidiaries, from the applicable jurisdiction of organization of each such entity, each dated within ten (10) Business Days prior to the Closing Date; (xi) a certificate of the Secretary of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the operating agreement of the Company, (B) certifying and attaching all requisite resolutions or actions of the Company Members approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (C) certifying to the incumbency of the officers and managers of the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; (xii) consents with respect to the Company Contracts listed on Annex D attached hereto; (xiii) resignations effective as of the Effective Time of each of the members of the board of managers and/or board of directors of the Company and its Subsidiaries set forth on Annex E, executed by such individuals; (xiv) a pay-back registrationoff letter executed by JPMorgan Chase Bank, NA providing for, at Closing, the termination of the Company Credit Facility, and the termination of all security interests under the Company Credit Facility with respect to the assets of the Company and its Subsidiaries (including the authorization of the filing of all necessary UCC-1 termination statements and other necessary documentation in connection with the termination of such security interests); and (xv) a funds flow statement in form mutually acceptable to the Emdeon Entities and the Company (the “Funds Flow Statement”), executed by the Company. (b) The Emdeon Entities shall deliver, or caused to be delivered, to the Members’ Representative: (i) the Certificate of Merger, executed by Merger Sub; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request Closing Cash Consideration required to consummate the transactions described herein. (b) At the be paid at Closing, Seller shall deliver to Buyer: (ipayable as provided in Section 2.2(d) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)below; (iii) an the Subscription Agreements, executed receipt for by the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyEmdeon Entities; (iv) a good standing the Escrow Agreement, executed by the Emdeon Entities, together with the delivery of the Escrowed Consideration to the escrow agent thereunder (the “Escrow Agent”); (v) the Restrictive Covenant Agreements, executed by the Emdeon Entities; (vi) the EBS Master LLC Agreement, executed by EBS Master and each of the members of EBS Master; (vii) the ▇▇▇▇ ▇▇▇▇ Employment Agreement, executed by Emdeon Business Services LLC, and the ▇▇▇▇▇▇ ▇▇▇▇ Employment and Consulting Agreement, executed by Emdeon Business Services LLC; (viii) (A) the certificate for of formation of EBS Master and Envoy and the Company issued articles of organization of Merger Sub, each certified by the Secretary of State (or similar authority) of its state the applicable jurisdiction of incorporation and organization of each such other applicable jurisdictions where the Company is qualified to do business, dated Emdeon Entity as of a date within twenty ten (2010) days Business Days of the Closing Date, and (B) certificates of good standing (or similar certification) of each Emdeon Entity from the jurisdiction of organization of each such Emdeon Entity, each dated within ten (10) Business Days prior to the Closing Date; (vix) a bring-down good standing certificate for of the CompanySecretary of Envoy, dated EBS Master and Merger Sub (A) certifying, as complete and accurate as of the Closing DateClosing, issued attached copies of the limited liability company agreement of Envoy, EBS Master and Merger Sub, (B) certifying and attaching all requisite resolutions or actions of EBS Master’s board of directors, acting on behalf of EBS Master, Envoy and Merger Sub, approving the execution and delivery of this Agreement by Envoy, EBS Master and Merger Sub and the consummation of the transactions contemplated hereby, and (C) certifying to the incumbency of the officers of Envoy, EBS Master and Merger Sub executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; and (x) the Funds Flow Statement, executed by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinEmdeon Entities. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At The following instruments, agreements and documents shall be executed and delivered at the Closing and all such documents shall be deemed delivered simultaneously and all transactions contemplated hereby and thereby shall be deemed to take place simultaneously, and no such document shall be deemed delivered until all such transactions are completed and all such documents are delivered: 2.2.1 The following deliveries will be made by each Seller to Pointer at the Closing, Buyer shall deliver to Seller: (i) One Million 2.2.1.1 Resolution of Buyer’s common stockthe Board of Directors of each Seller, unregistered but entitled to piggy-back registrationsubstantially in the form attached hereto as Exhibit ‎2.2.1.1, authorizing the sale and transfer of the respective Shagrir Shares in consideration for the applicable portion of the Shagrir Consideration; (ii) 2.2.1.2 A duly executed shares transfer deed regarding the documents described sale and transfer of the Seller's portion of the Shagrir Shares, in Sections 5.3(c)the form attached hereto as Exhibit ‎2.2.1.2; 2.2.1.3 Notice of resignation of the directors appointed by the Sellers to the Board of Directors of Shagrir, (d) and (e); and (iii) such other documents and instruments in the form attached hereto as counsel for Seller shall reasonably request to consummate the transactions described hereinExhibit ‎2.2.1.3. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank2.2.1.4 Certificate of exemption of withholding tax at source, or accompanied providing for a specific percentage of withholding, in respect of the Shagrir Consideration. Should no certificate of exemption be provided, or a certificate providing for a specific percentage of withholding, Pointer shall withhold tax at source, to be deducted from the Cash Consideration, at the highest rate set by stock powers duly law. 2.2.1.5 a certificate executed by an officer of each of the Sellers in blank, for transfer to Buyer, together with any required deed or stock transfer stamps;the form attached hereto as Exhibit 2. (ii) 2.1.5 certifying that each of the documents described in Sections 5.2(c), (d) representations and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and warranties of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated Seller under this Agreement are true and accurate as of the Closing Date as if made on the Closing Date. 2.2.2 The following deliveries will be made by Pointer to the Sellers at the Closing: 2.2.2.1 Resolution of the Board of Directors of Pointer, issued by substantially in the Secretary of State of its state of incorporationform attached hereto as Exhibit ‎2.2.2.1, authorizing the Shagrir Consideration; (vi) 2.2.2.2 Issuance of Share Certificates in respect of the Pointer Shares; 2.2.2.3 Transfer of the Cash Consideration to the bank accounts of the Sellers by way of immediately available funds wire transfer, per the details attached in Schedule A. 2.2.2.4 a certificate signed executed by an officer of Pointer in the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) form attached hereto as Exhibit 2. 2.2.4 certifying that each of the Treasury Regulations; (vii) such other documents representations and instruments warranties of Pointer under this Agreement are true and accurate as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the NoteClosing Date as if made on the Closing Date.

Closing Deliveries. (a) At the Closing, Buyer shall deliver deliver, or cause to Sellerbe delivered, to HD Supply (or one or more other Sellers designated by HD Supply) the following: (i) One Million payment, by wire transfer(s) to one or more bank accounts designated in writing by HD Supply (such designation to be made by HD Supply at least two (2) Business Days prior to the Closing Date), of Buyer’s common stockan amount in immediately available Dollars equal to the Closing Purchase Price, unregistered but entitled to piggy-back registrationless any deduction, exception, set off or withholding required under applicable Law; (ii) the documents described certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement substantially in Sections 5.3(cthe form attached as Exhibit 2.8(a)(iii) hereto (the “Transition Services Agreement”), duly executed by Buyer (d) and (eor one or more Affiliates of Buyer designated by Buyer); and (iiiiv) such other documents a counterpart of (A) the Assignment and instruments Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, substantially in the form attached as counsel Exhibit 2.8(a)(iv)(A) (the “Assignment Agreement and ▇▇▇▇ of Sale”), and (B) the General Conveyance and Assumption of Liabilities Agreement (for the Purchased Assets and the Assumed Liabilities located in Canada), substantially in the form attached as Exhibit 2.8(a)(iv)(B) (the “General Conveyance and Assumption of Liabilities Agreement”), each by and between the applicable Seller shall reasonably request to consummate the transactions described hereinand Buyer (or one or more Affiliates of Buyer designated by Buyer), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer). (b) At the Closing, Seller HD Supply shall deliver deliver, or cause to Buyerbe delivered, to Buyer the following: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer certificate to Buyer, together with any required deed or stock transfer stampsbe delivered pursuant to Section 7.2(c); (ii) a counterpart of the documents described in Sections 5.2(c), (d) and (e)Transition Services Agreement duly executed by each Seller named as a party thereto; (iii) an certificates evidencing the Purchased Company Equity Interests, to the extent applicable, duly endorsed in blank or with stock or transfer powers duly executed receipt in proper form for the Closing Date Cash Amount less the sum transfer, or other appropriate instrument of (A) the Environmental Offset Amount, if any assignment and (B) the Escrow Amount, if anytransfer; (iv) a good standing certificate for counterpart of (A) the Company issued Assignment Agreement and ▇▇▇▇ of Sale and (B) the General Conveyance and Assumption of Liabilities Agreement, duly executed by each Seller named as a party thereto, together with such other deeds of conveyance, bills of sale and other instruments as may be reasonably required by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where Buyer to complete the Company is qualified to do business, dated as of a date within twenty (20) days transfer of the Closing DatePurchased Assets and the Assumed Liabilities; (v) a bring-down good standing certificate for release, in a form mutually agreed upon by Buyer and Sellers, executed by Bank of America, N.A. (“BoA”) as administrative agent and collateral agent under the CompanyCredit Agreement, dated as of April 12, 2012, by and among HD Supply, BoA and the Closing Datelenders from time parties thereto, issued by with respect to the Secretary guarantee obligations thereunder of State of its state of incorporationthe Purchased Companies and their Subsidiaries; (vi) a certificate signed release, in a form mutually agreed upon by Buyer and Sellers, executed by General Electric Capital Corporation (“GECC”), as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holdings Company (“GECF”), as Canadian agent and Canadian collateral agent, under the Seller ABL Credit Agreement, dated as of its non-foreign status pursuant April 12, 2012, by and among HD Supply, HD Supply Canada, Inc., GECC, GECF and the lenders from time to Section 1.1445-2(b)(2) time parties thereto, with respect to the guarantee obligations thereunder of the Treasury RegulationsPurchased Companies and their Subsidiaries; (vii) special warranty deeds, or comparable instruments of transfer and assignment, with respect to the Owned Real Property that is not currently owned by a Purchased Company or a Subsidiary of a Purchased Company transferring title to such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.Owned Real Property into a Purchased Company or a Subsidiary of a Purchased Company; (viii) Fifty Million unregistered Datameg common shares issued a lease assignment, sublease or comparable or necessary instruments of transfer and assignment and to Buyer the extent applicable, in consideration a form acceptable for recording in the local land records office, with respect to the Transferred Leased Property that is not currently leased by a Purchased Company or a Subsidiary of Buyer’s assumption a Purchased Company; (ix) all appropriate releases and discharges releasing and terminating (i) Liens relating to the mortgage listed on Section 2.8(b)(ix) of the NoteSeller Disclosure Schedules and (ii) any and all Liens on the Purchased Company Equity Interests or Purchased Assets which are in favor of Wilmington Trust, National Association; and (x) a duly executed certificate of non-foreign status from each Seller (or, if a Seller is disregarded as an entity separate from its owner for U.S. federal tax purposes, from such Seller’s owner), substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, that if a Seller fails to deliver such certificate, Buyer shall be permitted to withhold from the consideration payable pursuant to this Agreement to such Seller any amount required by Section 1445 of the Code.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser and Other Investor the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) one or more stock certificates (if physical certificates are required by the documents described in Sections 5.3(cPurchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within two Business Days of the Closing Date), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the shares of Common Stock duly endorsed subscribed for by Purchaser hereunder, registered in blankthe name of such Purchaser or its nominee (the “Stock Certificates”) (or, if the Company and such Purchaser or accompanied by stock powers duly executed Other Investor agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the shares of Common Stock registered in blank, for transfer to Buyer, together with any required deed the name of such Purchaser or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (eits nominee); (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less and in the sum of (A) form attached hereto as Exhibit C, executed by such counsel and addressed to the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchasers; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days copy of the Closing DateTax Opinion; (v) a bring-down good standing certificate for the Registration Rights Agreement, duly executed by the Company; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) Directors of the Treasury RegulationsCompany or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Common Stock, (b) certifying the current versions of the Articles of Incorporation and Bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) such other documents a certificate, dated as of the Closing Date and instruments signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and (b) in the form attached hereto as counsel for Buyer shall reasonably request to consummate the transactions described herein.Exhibit F; and (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration a Certificate of Buyer’s assumption Existence for each of the NoteCompany and the Bank from the North Carolina Secretary of State as of a recent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) subject to a satisfactory pre-closing in form and substance satisfactory to each Purchaser, each Purchaser that does not require physical possession of a stock certificate prior to funding shall deliver to the Escrow Agent, pursuant to the Escrow Agreement, its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer at least one (1) Business Day prior to the Closing Date to the account provided by the Company; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibits B-1.

Closing Deliveries. (a) At the Closing, Buyer the Sellers shall deliver or cause to Seller:be delivered to the Purchaser the following (the “Seller Deliverables”): (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registrationThe duly executed Assignment by the Sellers; (ii) The duly executed signature page of the documents described Registration Rights Agreement for the Sellers; (iii) A certificate executed by each Seller to the effect that, except as otherwise stated in Sections 5.3(c)such certificate, each of such Seller’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respect as of the Closing Date; (div) The Amended and Restated NP Operating Agreement executed by each member of NP; (e)v) The Bogachev Indemnity, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; and (iiivi) Such other documents, certifications or evidence of the Sellers’ authority reasonably requested by the Purchaser or its counsel, as well as such other documents and or instruments as counsel for Seller shall reasonably request to consummate the transactions described hereincontemplated by this Agreement. (b) At the Closing, Seller the Purchaser shall deliver or cause to Buyer:be delivered to the Sellers the following (the “Purchaser Deliverables”): (i) stock A certificate or certificates representing the shares of the Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and such time as is necessary for AST to issue such certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps); (ii) The balance of the documents described Purchase Price in Sections 5.2(c), (d) and (eimmediately available funds pursuant to Section 2.2(b); (iii) an The duly executed receipt for acceptance of the Closing Date Cash Amount less Assignment by the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchaser; (iv) a good standing certificate The duly executed signature page of the Registration Rights Agreement for the Company issued Purchaser; (v) A certificate executed by the Secretary Purchaser to the effect that, except as otherwise stated in such certificate, each of State of its state of incorporation the Purchaser’s representations and of such other applicable jurisdictions where the Company is qualified to do business, dated warranties in this Agreement was accurate in all material respects as of a the date within twenty (20) days of this Agreement and is accurate in all material respects as of the Closing Date; (vvi) a bring-down good standing certificate A duly executed counterpart signature page to the NP Operating Agreement for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations;Purchaser; and (vii) Such other documents, certifications or evidence of the Purchaser’s authority reasonably requested by the Sellers or their counsel, as well as such other documents and or instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereincontemplated by this Agreement. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Sellerbe delivered to each Investor the following: (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) a copy of the documents described Company’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Sections 5.3(cSection 4.1(b) hereof), (d) and (e); and (iii) evidencing such other documents and instruments as counsel for Seller shall reasonably request number of Common Shares set forth on such Investor’s signature page to consummate this Agreement, registered in the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)name of such Investor; (iii) an executed receipt for Warrants, issued in the Closing Date Cash Amount less name of such Investor, pursuant to which such Investor shall have the sum right to acquire such number of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyWarrant Shares set forth on such Investor’s signature page to this Agreement; (iv) a good standing certificate for the Company issued duly executed Transfer Agent Instructions acknowledged by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateCompany’s transfer agent; (v) a bring-down good standing legal opinion of Company Counsel, in the form of Exhibit C, executed by such counsel and delivered to the Investors; (vi) a certificate for of the Secretary of the Company, dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State Directors of its state the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation; (vi) a certificate signed by the Seller of its non, as amended and by-foreign status pursuant to Section 1.1445-2(b)(2) laws of the Treasury RegulationsCompany and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) such other documents a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(a) and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.(b); and (viii) Fifty Million unregistered Datameg common shares issued to Buyer a Lock-up Agreement, substantially in consideration the form of Buyer’s assumption Exhibit F hereto (the “Lock-up Agreement”) executed by each of the Noteofficers and directors listed on Exhibit G hereto, and each Lock-up Agreement shall be in full force and effect on the Closing Date. (b) At the Closing, each Investor shall deliver or cause to be delivered to the Company the following: (i) this Agreement, duly executed by the Investor; (ii) the purchase price set forth on such Investor’s signature page to this Agreement in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Investor by the Company for such purpose; and (iii) fully completed and duly executed Stock Certificate Questionnaire, Registration Statement Questionnaire, and Investor Certificate in the forms attached hereto as Exhibits ▇-▇, ▇-▇ and B-3, respectively.

Closing Deliveries. At or prior to the Initial Loan Closing, Borrower shall deliver or cause to be delivered to Lender, all of the following items (collectively, the “Closing Deliveries”), each of which shall be satisfactory in form and substance to Lender: (a) At originals duly executed by Borrower and each Borrower-Related Party who is a signatory thereto, of this Agreement, the ClosingEnvironmental Indemnity Agreement, Buyer shall deliver to Seller: (i) One Million the Assignment of Buyer’s common stockDistributions, unregistered but entitled to piggythe Guaranty, the error and omissions agreement, the Company Certificates for Borrower, and each Borrower-back registrationRelated Party that is an entity, and IRS tax disclosure forms for Borrower and Guarantor; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closingmost recent financial statements of Borrower and Borrower-Related Party, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing in the Stock duly endorsed form specified in blankSection 9.7, or and accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any the certification required deed or stock transfer stampsby Section 9.7; (iic) a certified copy of the documents described in Sections 5.2(c), Organizational Agreements of Borrower and each Borrower-Related Party that is an entity; (d) certificates of existence and good standing for Borrower and each Borrower-Related Party that is an entity, issued by the appropriate state authorities; (e) resolutions of the board of directors, managers or other governing authority of Borrower and each Borrower-Related Party that is an entity authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents, and the transactions contemplated hereby and thereby, which resolutions shall include the authorization of any one of the Principal Officers to request Loans and Advances under a Loan on behalf of Borrower during the term of this Agreement; (f) copies of the liability insurance and casualty insurance policies covering Borrower, evidence of payment of the premiums therefor through at least one year and endorsements of such policies to Lender (in accordance with and meeting the requirements of Section 9.15(a) hereof); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (ivg) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Companyduly executed Officer’s Certificate, dated as of the Closing Date, issued by date of the Secretary of State of its state of incorporationInitial Loan Closing; (vih) a certificate signed all written consents that are required with respect to or necessitated by this Agreement and the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of other Loan Documents and the Treasury Regulationstransactions contemplated hereby and thereby including, without limitation, the Architect Consent; (viii) an opinion of counsel for Borrower and Borrower-Related Party and satisfactory in all respects to Lender and its counsel containing customary opinions as to the validity and enforceability of the Loan Documents, the authority of Borrower and the Borrower-Related Parties to enter into the Loan Documents, and an opinion that the Loan Documents do not violate the usury laws of the State of Texas; and (j) such other documents and instruments further documents, agreements and certificates as counsel for Buyer shall are reasonably request to consummate the transactions described hereinrequired by Lender. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to the Purchasers the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) a copy of the documents described Company’s irrevocable instructions to the Transfer Agent, acknowledged by the Transfer Agent, instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Sections 5.3(cSection 4.1(b) hereof), evidencing the Shares subscribed for by each Purchaser hereunder, registered in the name of each respective Purchaser, with the original stock certificates sent to the respective Purchasers within three (d3) Business Days of the Closing; (iii) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (iv) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the certificate of incorporation, as amended, and by-laws, as amended, of the Company and (ec) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the Compliance Certificate referred to in Section 5.1(g); (vi) a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within two (2) Business Days of the Closing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the States of New York and Ohio, as of a date within three (3) Business Days of the Closing Date; (viii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) a true and accurate pro forma capitalization table of the Company in Microsoft Excel format setting forth the aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options, warrants and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of the Closing Date (the “Capitalization Table”); (x) a fully executed Registration Rights Agreement; and (iiixi) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described hereinfully executed Lock Up Agreements. (b) At the Closing, Seller each Purchaser shall deliver or cause to Buyer:be delivered to the Company the following (the “Purchaser Deliverables”): (i) stock certificate(s) evidencing the Stock duly endorsed in blankthis Agreement, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsby such Purchaser; (ii) the documents described Purchase Price set forth opposite such Purchaser’s name on Schedule 1 in Sections 5.2(c)United States dollars and in immediately available funds, (d) and (e);by wire transfer to an account designated in writing to the Purchasers by the Company for such purpose; and (iii) an a fully completed and duly executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset AmountAccredited Investor Questionnaire, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified reasonably satisfactory to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated and Stock Certificate Questionnaire, each in the form attached hereto as of the Closing DateExhibits A-1 and A-2, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinrespectively. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the ClosingClosing with respect to the Purchasers listed on Annex A hereto the Company shall issue, Buyer shall deliver or cause to Seller:be delivered to each such Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the documents described Shares subscribed for by such Purchaser hereunder, registered in Sections 5.3(cthe name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”), with the original Stock Certificates delivered within three (d3) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Business Days of Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an a Warrant, executed receipt for by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 100% of the number of Shares purchased by such Purchaser on the Closing Date Cash Amount less Date, on the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyterms set forth therein; (iv) a good standing certificate for the Company issued Registration Rights Agreement, duly executed by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateCompany; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a bring-down good standing certificate for of the CompanyCompany (the “Officer’s Certificate”), dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and the reservation for issuance of the Warrant Shares, (b) certifying the current versions of the Certificate of Incorporation, as amended, and bylaws of the Company (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E and (d) certifying good standing certificates with respect to the Company and its Subsidiary World Hearts Inc. from the Secretary of State of its state the State of incorporation; (vi) Delaware, dated a certificate signed by recent date before the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsClosing Date; (vii) such other documents and instruments as counsel for Buyer shall reasonably request the Compliance Certificate referred to consummate the transactions described hereinin Section 5.1(g). (viiib) Fifty Million unregistered Datameg common shares issued On or prior to Buyer the Closing with respect to the Purchasers listed on Annex A hereto each such Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in consideration of BuyerUnited States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s assumption of name on the Noteapplicable signature page hereto by wire transfer to the Company’s account as previously provided to the Purchasers; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, respectively.

Closing Deliveries. (a) At the Closing, Buyer shall Purchaser and each other Investor will deliver, or execute and deliver as applicable, to Sellerthe Company: (i) One Million of Buyer’s common stock, unregistered but entitled the Exit Loan Facility Agreements to piggy-back registrationwhich such Investor is a party; (ii) the documents described in Sections 5.3(c), (d) and (e)Purchase Shares Purchase Price by wire transfer of immediately available funds to the account designated by the Company at least two business days prior to the Closing Date; and (iii) such other documents the initial advances and instruments as counsel for Seller shall reasonably request the initial letters of credit contemplated by the Exit Loan Facility and the Restructuring. The Purchase Shares Purchase Price and the initial advances to consummate be made under the transactions described hereinExit Loan Facility may be paid in part from the release to the Company of the Purchaser's ▇▇▇▇▇▇▇ money deposit (together with earnings thereon) made pursuant to Section 1.2 hereof. (b) At the Closing, Seller shall the Company, and to the extent applicable, its Subsidiaries, will deliver, or execute and deliver as applicable, to BuyerPurchaser and the other Investors: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsExit Loan Facility Agreements; (ii) the documents described in Sections 5.2(c), (d) and (e)Registration Rights Agreement; (iii) an executed receipt for one or more certificates representing the Closing Date Cash Amount less Investors' allocable portion of the sum Purchase Shares free and clear of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyLiens; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Dateofficers' certificates referenced in Section 5.1(c); (v) a bring-down good standing certificate for the Company, dated such other documentation as of Purchaser may reasonably request evidencing that all conditions to the Closing Datecontained in Section 5.1 hereof have been satisfied or waived, issued by including without limitation the Secretary exclusion of State any Excluded Assets from the assets of its state of incorporationReorganized PSC; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) certified copies of the Treasury RegulationsU.S. Bankruptcy Court Confirmation Order, to the extent required, the comparable order of the Canadian Court, and any other relevant orders of the U.S. Bankruptcy Court or the Canadian Court in connection with the Restructuring; (vii) such all other documents, certificates, instruments or writings reasonably requested by Purchaser in connection herewith (together with the documents referred to above and instruments the notes issuable pursuant to the Restructuring as counsel for Buyer shall reasonably request to consummate described in Exhibit A, the transactions described herein"Ancillary Documents"). (viiic) Fifty Million unregistered Datameg common shares issued At the Closing, the Company will deliver to Buyer in consideration Purchaser one or more certificates representing the Exit Loan Commitment Shares free and clear of Buyer’s assumption any Liens. (d) At the Closing, the Company and its Subsidiaries will repay all amounts due under the Icahn DIP Facility and the Icahn DIP Approval Order from the proceeds of the NoteExit Loan Facility or such other sources as the Company may determine. (e) At the Closing, the Company and its Subsidiaries shall make such other distributions to their creditors as are contemplated by the Bankruptcy Plan and the terms and conditions set forth on Exhibit A. (f) Certificates for shares of capital stock to be delivered by the Company hereunder shall be made to the applicable Investor or the nominee or designee as such Investor shall specify to the Company prior to the Closing.

Closing Deliveries. At the Closing: (a) At the Closing, Buyer Seller shall execute and deliver to SellerPurchaser a stock power duly endorsed in blank and the original stock certificate for the Shares, and such other assignments and other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall be effective, together with the Approval Order, to vest in Purchaser as of the Closing Date good title, free and clear, in accordance with the terms of the Approval Order, of any Claims and Encumbrances to the Shares as provided herein and in the Approval Order; (b) In addition to the foregoing, there shall be executed and delivered at the Closing the following: (i) One Million by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that the representations and warranties of Buyer’s common stockSeller contained in Section 4.2 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, unregistered but entitled to piggy-back registrationthe extent not waived by Purchaser in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (ii) by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer attaching (A) a certified copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all documents described in Sections 5.3(c), (d) associated herewith; and (e); and (iiiB) such other a certified copy of the organizational documents of Seller and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)all amendments thereto; (iii) an executed receipt for by Purchaser to Seller, a certificate, dated the Closing Date Cash Amount less and signed by Purchaser’s President or Chief Executive Officer, certifying that the sum representations and warranties of Purchaser contained in Section 4.1 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all material respects (A) the Environmental Offset Amountor, if any and (B) the Escrow Amountsuch covenant has not been so performed, if anyindicating that such covenant has not been performed); (iv) by Purchaser to Seller, a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businesscertificate, dated as of the Closing Date and signed by Purchaser’s President or Chief Executive Officer, attaching (A) a date within twenty (20) days certified copy of the Closing Dateresolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the organizational documents of Purchaser and all amendments thereto; (v) by Purchaser to Seller, a bring-down good standing certificate for Form III or IV as defined in the Company, dated as of the Closing Date, issued Connecticut Transfer Act executed by the Secretary of State of its state of incorporationPurchaser as the “certifying party” (as defined in the Connecticut Transfer Act), unless Seller covenants and represents that the Connecticut Transfer Act does not apply to the transactions contemplated by this Agreement, or the Seller is able to file a Form I or II (as defined in the Connecticut Transfer Act); (vi) by Seller to Purchaser, a certificate certificate, dated the Closing Date and signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that Connecticut Innovations, Inc. (“CII”), acting on behalf of the Treasury Regulations;Connecticut Clean Energy Fund (“CCEF”), or CCEF itself, has (A) consented to the transactions contemplated by this Agreement and agreed to waive any rights that it may have under the Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and CII or CCEF with respect to acceleration, default or termination solely by reason of this Agreement and the Closing of the transactions contemplated by this Agreement; and (B) executed a modification to each Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and CII or CCEF containing in substance the provisions set forth on Schedule 3.4(vi) in such form as Purchaser shall, in its reasonable discretion, require; and (vii) such other documents Seller shall have assigned to Proton any and instruments all agreements entered into in connection with or as counsel for Buyer shall reasonably request to consummate the transactions described hereinpart of any “Small Business Innovative Research Grants,” a list of which is attached hereto as Schedule 3.4(vii). (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) the documents described facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Sections 5.3(cSection 4.1(b) hereof), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; Certificate Questionnaire included as Exhibit C-2 hereto (ii) the documents described in Sections 5.2(c“Stock Certificates”), with the original Stock Certificates sent within three (d3) and (e)Business Days of Closing; (iii) an a Warrant to purchase the number of Warrant Shares set forth below such Purchaser’s name on the signature page of this Agreement, duly executed receipt for by the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyCompany; (iv) a good standing certificate for the legal opinion of Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessCounsel, dated as of a date within twenty (20) days of the Closing DateDate and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; (v) a bring-down good standing certificate for the Registration Rights Agreement, duly executed by the Company; (vi) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (a) the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) the current versions of the certificate of incorporation and by-laws of the Company, each as amended, and (c) as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit F; (viii) the Compliance Certificate referred to in Section 5.1(g); (ix) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (x) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of its state the State of California, as of a date within ten (10) Business Days of the Closing Date; and (xi) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State (or comparable office) of the Company’s jurisdiction of formation, as of a date within ten (10) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (viii) a certificate signed its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Seller escrow account set forth on Exhibit H attached hereto or to the account of its non-foreign status the Company pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations2.1(c); (viiiii) the Registration Rights Agreement, duly executed by such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.Purchaser; (viiiiv) Fifty Million unregistered Datameg common shares issued a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to Buyer the Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in consideration of Buyer’s assumption of the Noteforms attached hereto as Exhibits B-1 and B-2, respectively.

Closing Deliveries. (a) At Upon the Closingterms and subject to the condition of this Agreement, Buyer shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein.set forth in Section 1.02 and without double-counting any amount transferred at closing pursuant to any Related Agreement, at the Closing: (a) subject to any adjustment pursuant to Sections 1.05(c) and 5.21, Purchaser shall, on behalf of itself and/or one or more of its Affiliates, pay to Sellers an aggregate amount in cash equal to $2,000,000,000 (the “Purchase Price”) by wire transfer of immediately available funds in the amounts and to the account(s) designated by LNC in writing at least three (3) Business Days prior to the Closing Date, with the exact amount of each payment to be determined according to the allocation methodology provided for in Section 5.23 hereof; (b) At Lincoln Life, LAL and Lincoln Barbados shall cede or retrocede to Purchaser (or a Purchaser Affiliate) the Closing, Seller Insurance Contracts and Purchaser (or a Purchaser Affiliate) shall reinsure the Insurance Contracts pursuant to the Reinsurance Agreements; (c) LNC shall deliver to Buyer: Purchaser (ior a Purchaser Affiliate) certificates representing, all the outstanding capital stock certificate(sof Lincoln Bermuda, Linsco, Old Fort, LRRMS, LNMS, LNRM, LNSS, LNII, Lincoln China and KLRS and (ii) evidencing all of the Stock duly endorsed outstanding capital stock of SER owned by LNC, in blankeach case, or accompanied by stock powers duly executed in blankblank or duly executed instruments of transfer; (d) Lincoln Life shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing all the outstanding capital stock of LNH&C and LNRAC, for in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (e) LNC and Lincoln Life will transfer to BuyerPurchaser (or a Purchaser Affiliate) the Transferred Assets owned by them (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(d)) by a ▇▇▇▇ of Sale and General Assignment; (f) Lincoln Barbados will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(e)) by a ▇▇▇▇ of Sale; (g) LAL will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(f)) by a ▇▇▇▇ of Sale; (h) LNC, together with any required deed Lincoln Life, LAL and Lincoln Barbados shall transfer to Purchaser (or stock transfer stampsa Purchaser Affiliate), and Purchaser (or a Purchaser Affiliate) shall assume, the Assumed Liabilities pursuant to the LNC and Lincoln Life Assumption of Liabilities and Assignment of Contracts Agreement and the Lincoln Barbados Assumption of Liabilities and Assignment of Contracts Agreement; (i) To document the transactions set forth in Section 1.02 and certain related transactions, Sellers shall, and shall cause each applicable Company to, enter into and/or deliver and Purchaser and the Purchaser Affiliates shall, as applicable, enter into and deliver: (i) the Lincoln Life Coinsurance Agreement; (ii) the documents described in Sections 5.2(c), (d) and (e)Lincoln Life Funds Withheld Coinsurance Agreement; (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyLincoln Life Modified Coinsurance Agreement; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateLincoln Life Administrative Services Agreement; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporationLincoln Barbados Coinsurance Agreement; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsLincoln Barbados Funds Withheld Coinsurance Agreement; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.Lincoln Barbados Modified Coinsurance Agreement; (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.Lincoln Barbados Coinsurance/Modified Coinsurance Agreement;

Closing Deliveries. (a) At On the ClosingClosing Date, Seller shall deliver, or cause to be delivered, to Buyer shall deliver to Sellerthe following: (i) One Million a duly executed instrument of Buyer’s common stock, unregistered but entitled transfer with respect to piggy-back registrationthe Membership Interests; (ii) the documents described written resignations of each manager and officer of each of the Acquired Entities as Buyer shall direct in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for writing to Seller shall reasonably request at least five days prior to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)Closing Date; (iii) an a duly completed and executed receipt for certification from Seller certifying that Seller is not a foreign person within the Closing Date Cash Amount less the sum meaning of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyCode Section 1445; (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 managers of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (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 and the other documents to be delivered hereunder; (vi) for each of Seller and the Acquired Entities, a certificate of good standing certificate for the Company issued by from the Secretary of State of its state the State of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessDelaware, dated as of a date within twenty (20) not earlier than 10 days of prior to the Closing Date; (vvii) a bringnon-down good standing certificate for competition agreements, each in substantially the Companyform attached hereto as Exhibit B (the “Noncompetition Agreement”), dated as by and among Buyer, on the one hand, and Seller and each of ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, respectively, on the other hand; (viii) the Payoff Letter (including the lien releases referenced therein); and (ix) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to ARTICLE VI of this Agreement. (b) On the Closing Date, issued in addition to the payments to be made pursuant to Section 1.3 hereof, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) 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 Secretary board of State directors of its state Buyer authorizing the execution, delivery and performance of incorporationthis Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a certificate of good standing (or comparable certificate) from the appropriate Governmental Authority of the jurisdiction in which Buyer is organized, as of a date not earlier than 10 days prior to the Closing Date; (iv) evidence reasonably satisfactory to Seller that Buyer has obtained a buyer-side representations and warranties insurance policy (the “R&W Policy”), solely for the benefit of Buyer, with a retention amount of not more than 1.0% of the Purchase Price with no Seller indemnitee and a policy limit of not less than $25,000,000, on terms reasonably acceptable to Buyer, which R&W Policy shall be in full force and effect at the Closing and shall provide, at a minimum, coverage for breaches of the Fundamental Representations for a period of six years; (v) releases, each in substantially the form attached hereto as Exhibit C in favor of each resigning officer and manager of each of the Acquired Entities; (vi) a certificate signed by the Seller duly executed counterparts of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations;each Noncompetition Agreement; and (vii) such all other documents and agreements, documents, instruments as counsel for Buyer shall reasonably request or certificates required to consummate be delivered by Seller at or prior to the transactions described hereinClosing pursuant to ARTICLE VI of this Agreement. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) evidence of book entry of the documents described Shares purchased by the Purchaser pursuant to this Agreement, registered in Sections 5.3(c), (d) and (e); and (iii) the name of such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, Purchaser or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)its nominee; (iii) an executed receipt for the Closing Date Cash Amount less the sum a certificate of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the Articles of Incorporation and bylaws, as amended, of the Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit E; (v) a Subsistence Certificate for the Company from the Department of State of its state the Commonwealth of incorporationPennsylvania as of a recent date; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsFederal Reserve Bank of Philadelphia to the effect that the Company is a registered bank holding company under the BHCA; (vii) such other documents and instruments a certificate of the PDBS as counsel for Buyer shall reasonably request to consummate of a recent date evidencing the transactions described herein.corporate existence of the Bank; (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption a certificate of the NoteFDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (ix) the Statement with Respect to Shares relating to the Series B Preferred Stock filed with the Department of State of the Commonwealth of Pennsylvania in the form attached hereto as Exhibit G (the “Series B Preferred Stock Statement with Respect to Shares”); (x) with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement and a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), each duly executed by the Company; (xi) with respect to CPV, the Registration Rights Agreement, duly executed by the Company; and (xii) signature pages to this Agreement from each Additional Purchaser. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) in U.S. dollars and in immediately available funds, the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer to the account provided by the Company; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; (iv) with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement and the Registration Rights Agreement, each duly executed by Castle Creek; (v) with respect to CPV, the Registration Rights Agreement, duly executed by CPV; (vi) a properly completed and duly executed IRS Form W-9 dated no earlier than twenty (20) days prior to the Closing Date; and (vii) a certificate, dated as of the Closing Date, signed by an authorized officer of such Purchaser certifying the fulfillment of the conditions specified in Section 5.2(a) and Section 5.2(b) with respect to such Purchaser.

Closing Deliveries. At the Closing: (a) At the Closing, Buyer shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall Shareholder will deliver to Buyer: (i) stock certificate(s) evidencing certificates representing all of the Stock duly endorsed in blank, or accompanied by Shares together with such stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampssigned by the Shareholder as Buyer may reasonably request; (ii) stock certificates representing all of the documents described outstanding shares in Sections 5.2(c), (d) the Subsidiaries of ▇▇▇▇▇▇▇▇ or affidavits and (e)indemnities of loss in lieu thereof; (iii) an executed receipt for a certificate of each officer and director of the Closing Date Cash Amount less Companies that he or she has no claim of any kind against the sum of (A) the Environmental Offset AmountCompanies and, if any required by Buyer prior to Closing, the resignation of each officer and (B) the Escrow Amount, if anydirector; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation original record books, minute books and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days equity ownership register of the Closing DateCompanies; (v) a bringnon-down good standing certificate for the Company, foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued by pursuant to Code Section 1445 stating that the Secretary of State of its state of incorporationShareholder is not a “foreign person” as defined in Code Section 1445; (vi) a certificate certificate, signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) an executive officer of the Treasury Regulations;Shareholder and dated as of the Closing Date, certifying as to the matters set forth in Sections 7.1 and 7.2(a); and (vii) such other documents and instruments as Buyer or its counsel for Buyer shall may reasonably request to consummate the transactions described hereinrequest. (viiib) Fifty Million unregistered Datameg common shares issued Buyer will deliver to the Shareholder: (i) the Purchase Price to be paid to the Shareholder at Closing in accordance with Section 2.2; and (ii) a certificate, signed by an executive officer of Buyer in consideration of Buyer’s assumption and dated as of the NoteClosing Date, certifying as to the matters set forth in Sections 8.1 and 8.2(a); (iii) such other documents as the Shareholder or its counsel may reasonably request. (c) the Companies and the Shareholder shall enter into a supply agreement (the “Simex Supply Agreement”) in the form set forth herein in Exhibit A, pursuant to which the Companies will agree to supply vinyl extruded products and patio doors to the Shareholder and its Affiliates on the terms and conditions set forth therein.

Closing Deliveries. At the Closing: (a) At the Closing, Buyer shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall Mestek will deliver to Buyer: (i) stock certificate(sCertificates representing the eight hundred twenty (820) evidencing or nine hundred twenty (920), as the Stock case shall be, Shares of the Company, duly endorsed in blank, blank (or accompanied by duly executed stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps); (ii) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Mestek, in the documents described in Sections 5.2(c), (d) and (eform attached hereto as Exhibit 2.4(a)(iii); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset AmountThe Company's corporate minute book, if any seals and (B) the Escrow Amount, if anystock ledgers; (iv) a good standing certificate for Resignations of all officers and directors of the Company issued other than those designated in writing by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing DateBuyer; (v) a bring-down good standing Compliance certificate for of an officer of Mestek as to the Company, dated as fulfillment of the Closing Date, issued by the Secretary of State of its state of incorporationconditions set forth in Section 6.1; (vi) a certificate signed Resolutions of Mestek certified by its Secretary authorizing the Seller execution, delivery and performance of its non-foreign status pursuant to Section 1.1445-2(b)(2) of this Agreement and the Treasury Regulationstransactions contemplated hereby; (vii) such other documents Copies of the Company's certificate of incorporation and instruments all amendments thereto and by-laws, as counsel for Buyer shall reasonably request to consummate certified by the transactions described herein.Secretary of the Company; (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption Release of the NoteCompany's obligations with regard to all Debt as of the Closing Date and all payables to members of the Mestek Affiliated Group; and (ix) Satisfaction of all mortgages on the Company's Real Property and a release of all liens, pledges and security interests on the Company's assets except with respect to operating leases. (b) [Intentionally Omitted]. (c) Buyer will deliver: (i) the Purchase Price (less any amount paid to Mestek by the Escrow Agent) by wire transfer of immediately available funds or similar means, to the account(s) specified by Mestek; (ii) The opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for Buyer, in the form attached hereto as Exhibit 2.4(c)(ii); (iii) Compliance certificate of an officer of Buyer as to the fulfillment of the conditions set forth in Section 6.2; and (iv) Resolutions of Buyer certified by its Secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Closing Deliveries. (a) At the Closing, Buyer shall deliver to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for On the Closing Date Cash Amount less Date, the sum of Company will deliver or cause to be delivered to each Buyer (the "Company Documents"): (A) the Environmental Offset Amountitems required to be delivered to Buyer pursuant to Section 8, if any and duly executed by the Company where so required, (B) the Escrow Amount, if any;omitted, (ivC) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days legal opinion of the Closing Date; (v) a bring-down good standing certificate for the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit F attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("Closing Legal Opinion"), (D) a duly executed Debenture with a principal amount equal to such Buyer's Subscription Amount, divided by 0.8 to account for the Original Issue Discount, registered in the name of such Buyer, (E) a duly executed Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(iv)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(iv)) subject to adjustment therein, (F) Limited Standstill Agreements, duly executed by each of the Designated Insiders (as defined in Section 4(m)); (G) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2or comparable office) of such jurisdiction, as of a date within 10 days of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinClosing Date. (viiiH) Fifty Million unregistered Datameg common shares The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and good standing issued to Buyer by the Secretary of State (or comparable office) of each jurisdiction in consideration which the Company conducts business, as of Buyer’s assumption a date within five (5) days of the NoteClosing Date. (I) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of the State of Delaware as of a date that is five (5) days prior to the Closing Date. On the Closing Date, each Buyer shall deliver or cause to be delivered to the Company the following (the "Buyer Documents"): (A) this Securities Purchase Agreement and the Registration Rights Agreement duly executed by such Buyer, (B) such Buyer's Subscription Amount by wire transfer to the account as specified in writing by the Company (subject to offsets for any expenses to which such Buyer is entitled).

Closing Deliveries. (a) At or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to the Purchasers or the Placement Agent, as applicable, the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) a customary legal opinion from Company Counsel, dated as of the documents described in Sections 5.3(c)Closing Date, (d) executed by such counsel and (e); and (iii) such other documents addressed to the Purchasers and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (e)Placement Agent; (iii) an facsimile copies of the issued and duly executed receipt for Shares and Warrants being purchased by such Purchaser at the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anypursuant to this Agreement; (iv) a good standing certificate for copy of the Company issued irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where Company’s transfer agent (the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date“Transfer Agent Instructions”); (v) the Registration Rights Agreement, duly executed by the Company; and (vi) a bring-down good standing certificate for of the Secretary of the Company, dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of its state the Securities, and (b) certifying the current versions of incorporationthe certificate of incorporation and bylaws of the Company. (b) At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (viii) a certificate signed its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsCompany’s written instructions; (viiiii) the Registration Rights Agreement, duly executed by such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein.Purchaser; and (viiiiv) Fifty Million unregistered Datameg common shares issued to Buyer a fully completed and duly executed Investor Questionnaire in consideration of Buyer’s assumption of the Noteform provided by the Company.

Closing Deliveries. (a) At the Closing, Buyer Purchaser shall deliver or cause to be delivered to Seller: (i) One Million of Buyer’s common stock, unregistered but entitled the Estimated Purchase Price to piggy-back registrationbe wired in immediately available funds to an account to be designated by Seller; (ii) a certificate of an officer of Purchaser, dated on the documents described Closing Date, certifying that, as of such Closing Date each of the conditions in Sections 5.3(c), Section 6 is satisfied; (diii) the FCC License Assignment; (iv) executed copies of the Transition Services Agreement and (e)the Facilities Use Agreement; and (iiiv) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described hereinDeliverables List. (b) At the Closing, Seller shall deliver or cause to Buyerbe delivered to Purchaser: (i) stock certificate(s) evidencing an executed copy of a document, in form and substance reasonably satisfactory to Purchaser, transferring the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer Newco Membership Interest to Buyer, Purchaser (together with any required deed or stock transfer stamps;related certificate, if the Newco Membership Interest is certificated); ***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (ii) an executed copy of a document, in form and substance reasonably satisfactory to Purchaser, transferring the documents described in Sections 5.2(c), Licenses to Purchaser or its designated Affiliate (d) and (e“FCC License Assignment”); (iii) a certificate of an executed receipt for officer of Seller, dated on the Closing Date, certifying that, as of such Closing Date Cash Amount less each of the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyconditions in Section 7 is satisfied; (iv) a good standing certificate true and correct copies of (A) all contribution and assumption documents for Newco contemplated by Section 2, (B) the Company issued by the Secretary organizational documents of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do businessNewco, dated as of a date within twenty (20) days of in effect on the Closing DateDate and certified by an authorized Person, (C) minutes of all meetings of members or managers (or written actions in lieu thereof) and (D) the resignations of all directors (or the equivalent thereof) and officers, if any, of Newco; (v) a bring-down good standing certificate for the Company, dated as executed copies of the Closing Date, issued by Transition Services Agreement and the Secretary of State of its state of incorporation;Facilities Use Agreement; and (vi) a certificate signed by the Seller list of its non-foreign status pursuant to Section 1.1445-2(b)(2) any of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinEmployees that are Participants. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Sellerbe delivered to each Investor the following: (i) One Million one or more stock certificates (or copies thereof provided by the Transfer Agent, provided, that, the original stock certificates are delivered to such Investor via overnight mail for next Business Day delivery), containing the restrictive and other legends provided in Section 4.1(b) hereof, evidencing such number of BuyerCommon Shares set forth opposite such Investor’s common stock, unregistered but entitled to piggy-back registrationname on Exhibit A hereto under the heading “Common Shares,” registered in the name of such Investor; (ii) a Warrant, issued in the name of such Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares”; (iii) a legal opinion of Company Counsel, in the form of Exhibit C, executed by such counsel and delivered to the Investors. (iv) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (a) the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) the current versions of the certificate of incorporation, as amended, and by-laws of the Company and (c) as to the signatures and authority of persons signing the Transaction Documents and related documents described on behalf of the Company; (v) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer, certifying to the fulfillment of the conditions specified in Sections 5.3(c), (d5.1(a) and (ec); and (iiivi) such other documents a Lock-Up Agreement, substantially in the form of Exhibit G hereto, executed by each of the officers and instruments as counsel for Seller shall reasonably request to consummate directors of the transactions described hereinCompany. (b) At the Closing, Seller each Investor shall deliver or cause to Buyer: (i) stock certificate(s) evidencing be delivered to the Stock duly endorsed Company the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in blankUnited States dollars and in immediately available funds, or accompanied by stock powers duly executed in blank, for wire transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described an account designated in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for writing to such Investor by the Company issued by the Secretary of State of its state of incorporation and of for such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinpurpose. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to each Closing (except as otherwise required below), the Closing, Buyer Company shall deliver or cause to Sellerbe delivered to each Purchaser purchasing Units at such Closing the following: (i) One Million of Buyer’s common stock, unregistered but entitled to piggy-back registrationthis Agreement duly executed by the Company; (ii) in the documents described discretion of the Company, either (A) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing the number of shares of Preferred Stock contained in Sections 5.3(csuch Purchaser’s Units, or (B) a certificate evidencing the number of shares of Preferred Stock contained in such Purchaser’s Units, (in each case determined by dividing such Purchaser’s Subscription Amount by the Per Unit Purchase Price), and in each case registered in the name of such Purchaser; (diii) and a Warrant, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to either (eA) five hundred (500) times the number of shares of Preferred Stock purchased by such Purchaser if purchased on the date hereof at the first Closing or (B) five hundred (500) times the number of shares of Preferred Stock purchased by such Purchaser if purchased after the date hereof at a Closing after the first Closing, in each case with an exercise price equal to (0.00125) of the Per Unit Purchase Price, subject to adjustment therein (such Warrant certificate shall be delivered within three Trading Days of the Closing Date); and (iiiiv) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described hereinRegistration Rights Agreement duly executed by the Company. (b) At On or prior to the Closing, Seller each Purchaser purchasing Units at such Closing shall deliver or cause to Buyerbe delivered to the Company the following: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers this Agreement duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampsby such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer or check to the documents described in Sections 5.2(c), (d) and (e)account as specified by the Company; (iii) an the Registration Rights Agreement duly executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any;by such Purchaser; and (iv) if the Purchaser is a good standing certificate U.S. citizen, resident for U.S. federal income tax purposes, or otherwise subject to U.S. federal income tax, an IRS Form W-9 completed with respect to such Purchaser in accordance with the Company issued by the Secretary of State of its state of incorporation and of instructions accompanying such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinform. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On the ClosingClosing Date, Buyer Emergent shall deliver or cause to Sellerbe delivered, to Holdings or other applicable Persons the following, all in form and substance satisfactory to Holdings: (i) One Million irrevocable instructions to the Transfer Agent to issue 15,300,000 of Buyer’s common stockthe Emergent Common Stock in book entry form unless a physical certificate is requested by Holdings, unregistered but entitled to piggy-back registrationregistered in the name of Holdings; (ii) the documents described Registration Rights Agreement, duly executed by Emergent; (iii) the Employment Agreement duly executed by the Company; (iv) the License Agreement duly executed by the Company; (v) if any of the accounts receivable that are to be Excluded Assets are to be transferred to Holdings pursuant to Section 5.13, the Account Receivables Collection Agreement duly executed by Emergent; (vi) a written opinion dated the Closing Date of Kelley D▇▇▇ & ▇▇▇▇▇n L▇▇ ▇▇▇ressed to Holdings, in Sections 5.3(cthe form to be agreed between Holdings and such law firm regarding matters customarily addressed in legal opinions in transactions similar to the Stock Purchase; (vii) certified copies of the certificate of incorporation (or equivalent organizational document) and the other Charter Documents of Emergent, together with a good standing certificate (with respect to the jurisdictions that recognize the concept of good standing) under the laws of its jurisdiction of incorporation, each dated as of a recent date; (viii) certified copies of resolutions duly adopted by the Emergent Board evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement and all other Transaction Documents and the consummation of the Transactions; (ix) a certificate, signed by the chief executive officer or chief financial officer of Emergent, certifying as to the matters set forth in Section 6.02(a), (dSection 6.02(b), and Section 6.02(c) and (e)hereof; and (iiix) such other documents a sublease between the Company, as lessor, and instruments Holdings, as counsel lessee, for Seller shall reasonably request to consummate that portion of the transactions described hereinpremises located at 1111 Bay▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ly occupied by Holdings for a period ending on July 31, 2018 (the “Sublease”), duly executed by the Company and Holdings, together with the signed consent of the landlord for the Sublease. (b) At On the ClosingClosing Date (except where otherwise stated), Seller Holdings and the Company shall deliver or cause to Buyerbe delivered to Emergent or other applicable Persons the following, all in form and substance satisfactory to Emergent: (i) stock certificate(s) certificates evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer issuance to BuyerEmergent of the Company Shares, together with any required deed or evidence that the books and records of the Company indicate that Emergent is the sole registered and beneficial owner of all of the outstanding capital stock transfer stampsof the Company; (ii) the documents described in Sections 5.2(c)Registration Rights Agreement, (d) and (e)duly executed by Holdings; (iii) an the Employment Agreement duly executed receipt for by David Pa▇▇▇▇▇; (▇▇) the License Agreement duly executed by Holdings and any other Affiliates of Holdings that are licensing Intellectual Property to the Company; (v) if any of the accounts receivable that are to be Excluded Assets are to be transferred to Holdings pursuant to Section 5.13, the Account Receivables Collection Agreement duly executed by Holdings; (vi) the Excluded Liability Agreement; (vii) written opinions dated the Closing Date Cash Amount less of Meyers T▇▇▇▇▇▇i ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇d California and Indiana counsel reasonably satisfactory to Emergent, addressed to Emergent, in the sum of (A) form to be agreed between Emergent and such law firms regarding matters customarily addressed in legal opinions in transactions similar to the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyStock Purchase; (ivviii) certified copies of the certificate of incorporation (or equivalent organizational document) of each of the Holdings, the Company and each of the Company’s Subsidiaries, together with a good standing certificate (with respect to the jurisdictions that recognize the concept of good standing) for Holdings, the Company issued by and each of the Secretary Company’s Subsidiaries under the laws of State the respective jurisdictions of incorporation or formation of Holdings, the Company and each of its state of incorporation Subsidiaries and of such each other applicable jurisdictions where jurisdiction in which the Company or any of its Subsidiaries is qualified as a foreign corporation or entity to do business, each dated as of a date within twenty recent date; (20ix) to the extent they are obtainable from the relevant Governmental Authorities, certified copies of documents issued by each Governmental Authority that has issued a Permit to the Company or a Subsidiary of the Company substantiating the fact that each such Permit is in full force and effect and that the Company or such Subsidiary is in good standing under and in compliance with the Laws pursuant to which each such Permit was issued; (x) certified copies of resolutions duly adopted by the Holdings Board and the Company Board and the sole stockholder of the Company evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement and all other Transaction Documents and the consummation of the Transactions; (xi) a certificate, signed by the chief executive officer or chief financial officer of each of Holdings and the Company, certifying as to the matters set forth in Section 6.03(a), Section 6.03(b), and Section 6.03(c) hereof; (xii) written resignations of all of the officers and directors of the Company requested by Emergent at least five days of prior to the Closing Date; (vxiii) a bring-down good standing certificate for the Companyproperly completed and signed affidavit in form and content reasonably acceptable to Emergent, dated as of the Closing Date, executed by Holdings stating, under penalty of perjury, the transferor’s United States taxpayer identification number and that the transferor is not a foreign person, in accordance with Section 1445(b)(2) of the Code and the regulations issued by the Secretary of State of its state of incorporationthereunder; (vixiv) the Sublease, duly executed by Holdings, together with the signed consent of the landlord for the Sublease; and (xv) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinproperly executed IRS Form W-9, from Holdings. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer each of Sellers (as applicable) shall deliver or cause to Sellerbe delivered to Purchaser: (i) One Million the B▇▇▇ of Buyer’s common stockSale, unregistered but entitled Assignment and Assumption Agreement, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Trademark Assignment and such other instruments, in form and substance reasonably satisfactory to piggy-back registrationPurchaser, as may be reasonably requested by Purchaser to effect the transfer of the Transferred Assets to Purchaser or evidence such transfer on the public records, in each case duly executed by the relevant one of Sellers (and Mayflower Plc, in the case of the Trademark Assignment); (ii) the Employee-Benefits Assignment and Assumption Agreement, executed by the relevant one of Sellers; (iii) the Transition Services Agreement; (iv) executed counterparts of each Ancillary Agreement other than the Ancillary Agreements delivered pursuant to Section 2.09(a)(i) through (iii); (v) a receipt for the Estimated Cash Purchase Price less the amount transferred to the Escrow Agent pursuant to Section 2.09(b)(i); (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the relevant one of Sellers, of the constituent documents of each Seller and the resolutions duly and validly adopted by the Board of Directors or Board of Managers of such relevant one of Sellers evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of the relevant one of Sellers certifying the names and signatures of the officers of the relevant one of Sellers authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder; (viii) a certificate of a duly authorized officer of the relevant one of Sellers certifying as to the matters set forth in Section 8.02(a); (ix) written confirmation that MVS and MVS-Michigan at or prior to the Closing have changed their respective names so that they do not contain the word “Mayflower” or the phrase “MVS”; (x) a certificate as described in Sections 5.3(c), Section 8.02(d) hereunder; (dxi) customary title affidavits and (e)certificates relating to the Transferred Real Property; and (iiixii) a favorable opinion of Seller’s special counsel as to due organization and good standing of and due authorization by Sellers and the enforceability (subject to customary exceptions) against Sellers of this Agreement and the relevant Ancillary Agreements in form and substance satisfactory to Purchaser; (xiii) mortgage releases or other lien satisfactions in connection with any non-Governmental Debt being repaid on the Closing Date and customary pay-off letters with respect to all Indebtedness being repaid on the Closing Date, including all Indebtedness for Borrowed Money, provided that once Sellers deliver the Deeds to Purchaser and the Deeds are accepted by Purchaser, Purchaser shall be responsible for obtaining and recording any mortgage releases or other lien satisfactions in connection with any Governmental Debt being repaid on the Closing Date and Sellers shall have no liability to Purchaser by reason of any such mortgages or liens remaining of record against any Owned Property after Closing; and (xiv) such other documents and instruments as counsel for Seller shall be reasonably request requested by Purchaser to effect the intent of this Agreement and to consummate the transactions described hereincontemplated hereby. (b) At the Closing, Seller Purchaser shall deliver or cause to Buyer:be delivered to Seller (except as set forth in (i) below): (i) stock certificate(s) evidencing US $5,000,000 of the Stock duly endorsed Estimated Cash Purchase Price by bank transfer in blank, or accompanied by stock powers duly executed in blank, for transfer immediately available funds to Buyer, together with any required deed or stock transfer stampsthe Escrow Agent under the Escrow Agreement; (ii) US $7,500,000 of the documents described Estimated Cash Purchase Price by bank transfer in Sections 5.2(c), (dimmediately available funds to the Retention Account as provided in Section 2.10(b) and (e)hereof; (iii) an executed receipt for the Closing Date balance of the Estimated Cash Amount less Purchase Price by wire transfer in immediately available funds to the sum of (Adesignated recipients thereof as provided in Section 2.10(a) the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyhereof; (iv) executed counterparts of each Ancillary Agreement to which Purchaser is a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Dateparty; (v) a bring-down good standing certificate for the Companytrue and complete copy, dated as of the Closing Date, issued certified by the Secretary or an Assistant Secretary of State Purchaser, of the constituent documents of Purchaser and the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its state authorization of incorporationthe execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury RegulationsSecretary or an Assistant Secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (vii) a certificate of a duly authorized officer of Purchaser certifying as to the matters set forth in Section 8.01(a); (viii) an opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, Purchaser’s outside counsel, only as to due organization and good standing of and due authorization by Purchaser, and the enforceability (subject to the customary exceptions) against Purchaser of this Agreement and the relevant Ancillary Agreements, in form and substance satisfactory to Seller; and (ix) such other documents and instruments as counsel for Buyer shall be reasonably request requested by Seller to effect the intent of this Agreement and to consummate the transactions described hereincontemplated hereby. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. On the Effective Date and as conditions precedent to the effectiveness of this Agreement, Borrower shall satisfy the following conditions and/or furnish to the Administrative Agent the following: (a) At Borrower shall provide the ClosingAdministrative Agent with copies of the articles or certificate of incorporation, Buyer shall deliver to Seller: (i) One Million certificate of Buyer’s common stockformation or certificate of limited partnership, unregistered but entitled to piggy-back registration; (ii) and certificates of good standing, of each Borrower, Parent Guarantor and each of the documents described Subsidiary Guarantors, together with all amendments, certified by the appropriate governmental officer in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described hereinits jurisdiction of organization. (b) At Borrower shall provide the ClosingAdministrative Agent with copies, Seller each certified by the General Partner of Borrower, the Secretary or Assistant Secretary of Parent Guarantor, each of the Subsidiary Guarantors and each of the other entities described in the preceding clause (a), of the limited partnership agreement or by-laws of such Person and Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution by such Person of the Loan Documents to which such Person is a party, and copies, certified by the Secretary or Assistant Secretary or other authorized individual acting on behalf of each such entity of its Organizational Documents and of resolutions of such of its shareholders, partners, members or other body whose approval is required under such entity's Organizational Documents authorizing the execution of the Loan Documents to which each such entity is a party. (c) Borrower shall provide the Administrative Agent with incumbency certificates, executed by the General Partner of Borrower, the Secretary, Assistant Secretary or manager of Parent Guarantor, Subsidiary Guarantors and the other entities specified in the preceding clause (a), respectively, which shall identify by name and title and bear the signatures of the officers or other authorized individuals acting on behalf of such Persons authorized to sign the Loan Documents to which such Persons are a party, upon which certificates the Administrative Agent and the Lenders shall be entitled to rely. (d) Borrower shall provide the Administrative Agent with written opinions of respective counsel to Borrower, Parent Guarantor, Subsidiary Guarantors and the other entities specified in the preceding clause (a), addressed to the Administrative Agent and the Lenders in form and substance satisfactory to the Administrative Agent. (e) Borrower shall provide each Lender with the Notes required to be provided to such Lender pursuant to Section 2.13, payable to the order of such Lender. (f) Borrower shall provide the Administrative Agent with the Guaranty, the Environmental Indemnity Agreement, the Mortgage, the Collateral Assignments and the other Loan Documents. (g) Borrower shall provide the Administrative Agent with the Mortgage Title Insurance Policy with respect to the Mortgage dated as of the Effective Date in the amount of the sum of the aggregate Revolving Loan Commitment and the Administrative Agent's initial estimate, as of the Effective Date, of the aggregate amount of the Secured Rate Management Obligations (without limiting the amount of the Secured Rate Management Obligations for any other purposes under the Loan Documents) with all premiums paid in full on or before the date of issuance and under which Lenders are not considered to be co-insurers. Borrower shall deliver to Buyer:the Title Insurer all affidavits of title, ALTA statements, undertakings and such other papers, instructions and documents as the Title Insurer may require for the issuance of the Mortgage Title Insurance Policy in the form required hereunder. (h) Borrower shall provide the Administrative Agent with UCC searches for the Persons and in all jurisdictions as required by the Administrative Agent, and the Administrative Agent shall be satisfied with the results of such searches. (i) stock certificate(sBorrower shall provide the Administrative Agent with a Survey of the Opryland Hotel Florida. (j) evidencing Borrower shall provide the Stock duly endorsed Administrative Agent with certified copies of all Leases (if any) and all amendments thereto for premises located at the Opryland Hotel Florida. (k) Borrower shall provide the Administrative Agent with copies of all underlying title documents for the Opryland Hotel Florida. (l) Borrower shall provide the Administrative Agent with evidence that all financing statements relating to the Collateral have been (or will be) timely filed or recorded for the benefit of the Administrative Agent and the Lenders, and all title charges, recording fees and filing taxes have been paid. (m) There shall have been paid to the Administrative Agent and Lenders all fees due and payable to the Administrative Agent and Lenders on or before the Effective Date and all expenses incurred by the Administrative Agent on or before the Effective Date, including the Agency Fee and commitment fees as set forth in blankSection 2.5 and all recording and filing fees, documentary stamp, intangible, mortgage recording and other similar taxes and charges, title insurance premiums, survey charges, reasonable attorneys' fees and expenses, and other costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of the Loan Documents. (n) The Administrative Agent shall have been provided with an Appraisal and a "phase I" environmental report for the Opryland Hotel Florida, each satisfactory to the Administration Agent in its sole discretion. (o) Borrower shall have furnished to the Administrative Agent a certificate, signed by an Authorized Officer, stating that to the knowledge of such individual on the Initial Funding Date no Default or accompanied by stock powers duly executed Unmatured Default has occurred and is continuing. (p) No law, regulation, order, judgment or decree of any Governmental Authority shall, and the Administrative Agent shall not have received any notice that litigation is pending or threatened which is likely to result in blanka Material Adverse Effect. (q) The Administrative Agent shall be reasonably satisfied (i) with the collective bargaining or other organized labor agreements to which Borrower, for transfer to Buyer, together with Parent Guarantor and/or any required deed of their respective Affiliates is or stock transfer stamps; are a party and (ii) that, before and after the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Initial Funding Date, issued by the Secretary of State of its state of incorporation; (vi) Borrower and Parent Guarantor have not encountered and will not encounter any adverse labor union organizing activity, employee strike, work stoppage, shutdown or lockout which results in a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinMaterial Adverse Effect. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At On or prior to the Closing, Buyer the Company shall issue, deliver or cause to Seller:be delivered to each Purchaser the following (the “Company Deliverables”): (i) One Million of Buyer’s common stockthis Agreement, unregistered but entitled to piggy-back registrationduly executed by the Company; (ii) as the documents described Company and such Purchaser agree, the Company shall cause the Transfer Agent to issue, in Sections 5.3(c)book-entry form the number of Common Shares specified on such Purchaser’s signature page hereto (or, (d) if the Company and (e); and (iii) such other documents and instruments Purchaser shall have agreed, as counsel indicated on such Purchaser’s signature pages hereto, that such Purchaser will receive Stock Certificates for Seller their Common Shares, then the Company shall reasonably request instead instruct the Transfer Agent to consummate issue such specified Stock Certificates registered in the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing name of such Purchaser or as otherwise set forth on the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described in Sections 5.2(c), (d) and (eCertificate Questionnaire); (iii) an executed receipt for a legal opinion of Company Counsel, dated as of the Closing Date Cash Amount less and in the sum of (A) form attached hereto as Exhibit C, executed by such counsel and addressed to the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyPurchasers; (iv) a good standing certificate for the Registration Rights Agreement, duly executed by the Company issued by (which shall be delivered on the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Datehereof); (v) the Escrow Agreement, duly executed by the Company and the Escrow Agent (which shall be delivered on the date hereof); (vi) a bring-down good standing certificate for of the Secretary of the Company, in the form attached hereto as Exhibit D (the “Secretary’s Certificate”), dated as of the Closing Date, issued (a) certifying the resolutions adopted by the Secretary Board of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) Directors of the Treasury Regulations;Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Common Shares, (b) certifying the current versions of the Articles of Incorporation, as amended, and by-laws, as amended, of the Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (vii) such other documents and instruments as counsel for Buyer shall reasonably request the Compliance Certificate referred to consummate the transactions described hereinin Section 5.1(f). (viiib) Fifty Million unregistered Datameg common shares issued Each Purchaser shall deliver or cause to Buyer be delivered to the Company or the Escrow Agent, as applicable, the following (the “Purchaser Deliverables”): (i) On or prior to the date hereof: 1) this Agreement, duly executed by such Purchaser; 2) the Registration Rights Agreement, duly executed by such Purchaser; 3) a fully completed and duly executed Accredited Investor/Institutional Investor Questionnaire, reasonably satisfactory to the Company, and the Stock Certificate Questionnaire in consideration of Buyerthe forms attached hereto as Exhibit B-1 and B-2 , respectively (which shall be delivered on the date hereof); and 4) its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s assumption of name on the Noteapplicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Escrow Account in accordance with the Escrow Agent’s written instructions.

Closing Deliveries. (a) At Subject to Section 2.3(e), at the Closing, Buyer the Investor shall deliver deliver, or cause to Sellerbe delivered, to the Sellers, the following: (i) One Million the Aggregate Purchase Price by wire transfer of Buyer’s common stock, unregistered but entitled immediately available funds to piggy-back registrationthe bank account(s) of the Sellers set forth in Schedule C; (ii) a duly executed counterpart of the documents described in Sections 5.3(c), (d) and (e)Investor Rights Agreement executed by the Investor; and (iii) a certificate of the Investor certifying (A) the Investor’s authorization of the execution and delivery of the Investment Documents and the consummation of the transactions contemplated hereby and thereby, and (B) as to such other documents and instruments matters set forth therein, in the form attached as counsel for Seller shall reasonably request to consummate the transactions described hereinSchedule 2.3(a)(iii) hereto. (b) At Subject to Section 2.3(d), at the Closing, Seller the Sellers shall deliver deliver, or cause to Buyerbe delivered, to the Investor the following: (i) stock certificate(s) evidencing the Stock duly endorsed in blankoriginal share certificates representing all of the Sale Shares, or accompanied by stock powers instruments of transfer pertaining to the Sale Shares, duly executed in blank, for transfer to Buyer, together with any required deed or stock transfer stampssigned by each of the Sellers; (ii) copies of the documents described in Sections 5.2(c), written resolutions of the Board of Directors and Shareholders of the Company (dA) approving the entering into of this Agreement and the Investor Rights Agreement and the transactions contemplated hereby and thereby; (B) adopting the Memorandum and Articles; and (e)C) approving the transfer of the Sale Shares to the Investor; (iii) an executed receipt for copies of the Closing Date Cash Amount less written resolutions of the sum boards of (A) directors of the Environmental Offset Amount, if any and (B) Sellers approving the Escrow Amount, if anytransfer of the Sale Shares to the Investor; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days certified copy of the Closing DateMemorandum and Articles; (v) a bring-down duly executed counterpart of the Investor Rights Agreement executed by the Company, the Sellers and the Founder; (vi) a certificate of the Sellers certifying (A) their authorization of the execution and delivery of the Investment Documents and the consummation of the transactions contemplated hereby and thereby, and (B) as to such other matters set forth therein, in the form attached as Schedule 2.3(b)(vi) hereto; (vii) a certified copy of a certificate of good standing of the Company issued by the Registry of Companies of the Cayman Islands; (viii) a certified copy of a certificate for the Companyof incumbency of UIAL issued by its registered agent; (ix) a legal opinion in an agreed form, dated as of the Closing Date, issued by ▇▇▇▇▇▇ and ▇▇▇▇▇▇, the Secretary Company’s Cayman Islands counsel, so far as the laws of State the Cayman Islands are concerned, in respect of the following: (A) due incorporation an good standing of the Company; (B) the authority and power of the Company to enter into and perform its state obligations under this Agreement and the Investor Rights Agreement; (C) the validity and enforceability of incorporationthis Agreement and the Investor Rights Agreement as against the Company; (D) the effectiveness of the Memorandum and Articles; and (E) due and valid issuance of the Sale Shares; (vix) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) legal opinion in an agreed form, dated as of the Treasury Regulations;Closing Date, issued by Shearman & Sterling LLP, the Company’s U.S. counsel; and (viixi) such a legal opinion in an agreed form, dated as of the Closing Date, issued by Commerce & Finance Law Offices, the Company’s PRC counsel, so far as the laws of the PRC are concerned, in respect of, among other documents things: (A) due incorporation of the FIE; and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein(B) compliance with applicable laws. (viiic) Fifty Million unregistered Datameg common shares issued As promptly as practicable after the Closing, the Sellers shall deliver, or cause to Buyer in consideration of Buyer’s assumption be delivered, to the Investor a copy of the Noteregister of members of the Company, as certified by the registered agent of the Company and updated to reflect the transfer of the Sale Shares to the Investor. (d) If the Investor fails or is unable to perform any of its obligations required to be performed by it under Section 2.3(a) on the Closing Date, the Sellers shall not be obliged to complete the sale of any of the Sale Shares and may, in their absolute discretion, by written notice to the Investor elect to defer the closing of the sale of the Sale Shares by not more than twenty (20) days to such other date as they may specify in such notice, in which event the provisions of this Section 2.3(d) shall apply, mutatis mutandis, if the Investor fails or is unable to perform any such obligations on such other date. (e) If the Sellers fail or are unable to perform any of their obligations required to be performed by them under Section 2.3(b) on the Closing Date, the Investor shall not be obligated to complete the purchase of any of the Sale Shares and may, in its absolute discretion, by written notice to the Sellers, elect to defer the closing of the purchase of the Sale Shares by not more than twenty (20) days to such other date as it may specify in such notice, in which event the provisions of this Section 2.3(e) shall apply, mutatis mutandis, if the Sellers fail or are unable to perform any such obligations on such other date.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver or cause to Sellerbe delivered to each Investor that has satisfied its obligations under this Section 2.2(a) and to the Placement Agent the following: (i) One Million a certificate executed by the Company’s chief executive officer and chief financial officer, confirming the continued truth and correctness in all material respects (except as to those representations and warranties qualified by materiality, as to which the confirmation shall be as to their continued truth and correctness) as of Buyerthe Closing Date of the Company’s common stock, unregistered but entitled to piggy-back registrationrepresentations and warranties made in Article III hereof; (ii) a certificate of the documents described secretary of the Company, attaching a recent copy of the certificate of incorporation certified by the Secretary of State of the State of Delaware and a good standing certificate as of a date not more than two days prior to the Closing, copies of the by-laws of the Company and resolutions of the board of directors, which the secretary of the Company has certified as true and correct copies in Sections 5.3(cfull force and effect as of the Closing; (iii) a copy of a Current Report on Form 8-K, describing the offering of the Securities, which will be substantially in the form to be filed within four Business Days after the Signing, and a copy of any press release of the Company announcing the sale of the Securities; (iv) one or more stock certificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), (da) evidencing such number of Common Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Common Shares,” registered in the name of such Investor and (e)b) evidencing such number of Common Shares to be issued hereunder to the Placement Agent; (v) (a) a Warrant, issued in the name of such Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares” and (b) a Warrant issued in the name of the Placement Agent as provided hereunder; (vi) a copy of this Agreement, together with the schedules thereto, executed by an authorized officer of the Company; (vii) a legal opinion of Company Counsel, in the form of Exhibit C, executed by such counsel and delivered to the Investors and the Placement Agent; (viii) duly executed Transfer Agent Instructions; (ix) approval by each applicable Trading Market of an additional shares listing application covering all of the Registrable Securities (and, if applicable, evidence of conditional listing approval) or, a certificate executed by the Company’s chief financial officer and internal legal counsel, confirming that the Company duly submitted a complete additional shares listing application covering all the Registrable Shares no later than the first Trading Day following the Signing Date and, based in part on communication with the Trading Market, has no reason to believe the Registrable Shares will not be so approved for trading on or before the Effective Date; and (iiix) such any consents or approvals of any Person listed on Schedule 3.1(aa) or any other documents third-party required to effect the terms and instruments as counsel for Seller shall reasonably request to consummate the transactions described hereinconditions of this Agreement. (b) At the Closing, Seller each Investor shall deliver or cause to Buyer: (i) stock certificate(s) evidencing be delivered to the Stock duly endorsed Company the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in blankUnited States dollars and in immediately available funds, or accompanied by stock powers duly executed in blank, for wire transfer to Buyer, together with any required deed or stock transfer stamps; (ii) the documents described an account designated in Sections 5.2(c), (d) and (e); (iii) an executed receipt for the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for writing to such Investor by the Company issued by the Secretary of State of its state of incorporation and of for such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days of the Closing Date; (v) a bring-down good standing certificate for the Company, dated as of the Closing Date, issued by the Secretary of State of its state of incorporation; (vi) a certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described hereinpurpose. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (ai) At the Closing, the Sellers will deliver or cause to be delivered to Buyer shall deliver the following items: (A) original certificates evidencing all of the LPT Stock, together with assignments separate from certificate or other transfer documents executed by each of the Sellers relating to Seller:such LPT Stock, in form and substance reasonably satisfactory to Buyer, or affidavits of lost certificate and indemnity agreements relating to such original certificates in form and substance reasonably satisfactory to Buyer; (B) the employment offer letter of ▇▇▇▇▇▇▇, in form and substance reasonably satisfactory to Buyer and ▇▇▇▇▇▇▇ (the “Employment Agreement”), duly executed by ▇▇▇▇▇▇▇; (C) an intellectual property and confidentiality agreement, in form and substance reasonably satisfactory to Buyer (the “Intellectual Property and Confidentiality Agreement”), duly executed by ▇▇▇▇▇▇▇; (D) 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, without payment by or Liability to LPT or the Buyer; (E) pay-off letters and lien releases regarding all Indebtedness of LPT, each in form and substance reasonably satisfactory to Buyer; (i) One Million a copy of Buyer’s common stockthe resolutions and/or written consents by which all actions on the part of LPT necessary to approve this Agreement, unregistered but entitled to piggy-back registration; the Ancillary Agreements and the transactions contemplated hereby and thereby were taken, certified by the Secretary or an authorized officer of LPT; (ii) an incumbency certificate signed by an officer or officers of LPT certifying the documents described in Sections 5.3(c)signature and office of each officer executing this Agreement, (d) and (e)the Ancillary Agreements or any other agreement, certificate or other instrument executed pursuant hereto or thereto; and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer to Buyer, together a copy of LPT’s Organizational Documents that are filed with any required deed or stock transfer stamps; Governmental Authority, certified by the applicable Governmental Authority as of a date which is no more than twenty (ii20) the documents described in Sections 5.2(c), (d) and (e); (iii) an executed receipt for Business Days before the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; Date; (iv) a good standing certificate for the Company issued copy of LPT’s other Organizational Documents, certified by the Secretary or an authorized officer of State LPT; and (v) good standing certificates or the applicable equivalent document for LPT, issued as of its state of incorporation a date which is no more than twenty (20) Business Days before the Closing Date, by the applicable Governmental Authority and of such any other applicable jurisdictions where the Company jurisdiction in which LPT is qualified to do business, dated business as of a date within twenty (20) days of the Closing Dateforeign entity; (vG) a bring-down good standing certificate for the Companyexecuted by an officer of LPT, dated as of the Closing Date, issued that complies with Sections 1445 and 897 of the Code and the Treasury Regulations promulgated thereunder certifying that an interest in LPT is not a “U.S. real property interest” within the meaning of and in accordance with Sections 897 and 1445 of the Code and the Treasury Regulations promulgated thereunder, in form and substance reasonably acceptable to the Buyer; (H) resignations and releases effective as of the Closing of the officers and directors of LPT identified by the Buyer prior to the Closing Date; (I) separation agreements effective as of the Closing by and between LPT and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ reasonably satisfactory in form and substance to Buyer, duly executed by LPT and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (J) confirmation that the Existing Related Party Agreements have been terminated by written instruments reasonably satisfactory in form and substance to Buyer; (K) an option cancellation agreement, in form and substance reasonably acceptable to Buyer (each, an “Option Cancellation Agreement”), duly executed by LPT and each of the LPT Optionholders; (L) the Escrow Agreement, duly executed by Seller Representative and the Escrow Agent; and (M) such other certificates, documents and/or instruments as Buyer may reasonably request. (ii) At the Closing, Buyer will deliver or cause to be delivered to the Sellers or other designated Person the following items: (A) a counterpart signature page to the Employment Agreement duly executed by the Buyer; (B) a counterpart signature page to the Intellectual Property and Confidentiality Agreement, duly executed by Buyer; (C) a counterpart signature page to the Escrow Agreement, duly executed by the Buyer; (D) to the payees thereof, cash by wire transfer of immediately available funds to an account or accounts designated in the payoff letters with respect thereto, in an amount sufficient to repay the Indebtedness of LPT as of Closing (other than any accounts payable that are more than one (1) year past due as of the Closing Date and reduce the purchase price payable hereunder); (E) to the payees thereof, cash by wire transfer of immediately available funds to an account or accounts designated by the payees thereof, in an amount sufficient to pay the Estimated Transaction Expenses (other than the portion of the Estimated Transaction Expenses that are Compensation-Related Transaction Expenses); (F) to LPT (for the benefit of the payees thereof), cash by wire transfer of immediately available funds to an account designated by LPT, in an amount equal to the portion of the Estimated Transaction Expenses that are Compensation-Related Transaction Expenses, for payment to the payees thereof net of applicable withholding; (G) to the Sellers, cash by wire transfer of immediately available funds to an account or accounts designated by the Sellers, in an amount set forth on the Payment Allocation Schedule across from such Seller’s name; (H) to LPT (for the benefit of the LPT Optionholders), cash by wire transfer of immediately available funds to an account designated by LPT, in an amount set forth on the Payment Allocation Schedule across from each LPT Optionholder’s name, for payment to the LPT Optionholders net of applicable withholding; (i) a copy of the resolutions and/or written consents by which all actions on the part of the Buyer necessary to approve this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby were taken, certified by the Secretary or an authorized officer of State of its state of incorporation; the Buyer; (viii) a an incumbency certificate signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) an officer or officers of the Treasury Regulations;Buyer certifying the signature and office of each officer executing this Agreement, the Ancillary Agreements or any other agreement, certificate or other instrument executed pursuant hereto or thereto; (iii) a copy of the Buyer’s Organizational Documents that are filed with any Governmental Authority, certified by the applicable Governmental Authority as of a date which is no more than ten (10) Business Days before the Closing Date; (iv) a copy of the Buyer’s other Organizational Documents, certified by the Secretary or an authorized officer of the Buyer; and (v) a good standing certificate for the Buyer, issued as of a date which is no more than ten (10) Business Days before the Closing Date, by the applicable Governmental Authority in the Buyer’s state of formation; and (viiJ) such other certificates, documents and and/or instruments as counsel for Buyer shall the Seller Representative may reasonably request to consummate the transactions described hereinrequest. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption of the Note.

Closing Deliveries. (a) At the Closing, Buyer the Company shall deliver (or cause to Sellerbe delivered) to each Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) One Million a copy of Buyer’s common stockthe Register of Members of the Company, unregistered but entitled duly certified by the registered agent of the Company, updated to piggy-back registrationreflect the subscription of the applicable Subscription Shares by each of the Investors; (ii) a copy of duly executed share certificate issued in the documents described in Sections 5.3(c), (d) and (e); and (iii) name of such other documents and instruments as counsel for Seller shall reasonably request Investor representing the applicable Subscription Shares being issued to consummate the transactions described herein. (b) At such Investor at the Closing, Seller shall deliver to Buyer: with the original (i) stock certificate(s) evidencing the Stock duly endorsed in blank, or accompanied by stock powers duly executed in blank, for transfer and on behalf of the Company) to Buyer, together with any required deed or stock transfer stamps; be delivered to such Investor within ten (ii10) Business Days after the documents described in Sections 5.2(c), (d) and (e)Closing; (iii) an executed receipt for a copy of the Closing Date Cash Amount less Memorandum and Articles duly adopted by the sum Board and shareholders of the Company in the form attached hereto as Exhibit A, with evidence of the filing of such adopted Memorandum and Articles with the Registrar of Companies in the Cayman Islands to be delivered to such Investor within twenty (A20) Business Days after the Environmental Offset Amount, if any and (B) the Escrow Amount, if anyClosing; (iv) a good standing certificate for the Company issued by the Secretary of State of its state of incorporation and of such other applicable jurisdictions where the Company is qualified to do business, dated as of a date within twenty (20) days copy of the Closing DateInvestors’ Rights Agreement duly executed by relevant Parties in the form attached hereto as Exhibit C; (v) a bring-down good standing certificate for the Company, dated as documents evidencing that each of the Closing DateFounder Parties, issued by Angel Investor Parties, Series A Investors and Series B Investors has waived or has been deemed to waive its pre-emption right with respect to the Secretary of State of its state of incorporation;Subscription Shares; and (vi) a certificate signed duly executed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) one director of the Treasury Regulations; Company (viia) such other documents stating that the conditions specified in Section 5 have been fulfilled as of the Closing and instruments as counsel for Buyer (b) attaching thereto copies of all resolutions that shall reasonably request to consummate approve the transactions described herein. contemplated under the Transaction Documents, including without limitation, (viiii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration of Buyer’s assumption the entry into this Agreement, (ii) the adoption of the Note.Memorandum and Articles in the form attached hereto as Exhibit A, and (iii) the adoption of the Investors’ Rights Agreement in the form attached hereto as Exhibit C.

Closing Deliveries. (a) At the Closing, Buyer shall : Seller will deliver to Seller: Buyer (i) One Million and Buyer hereby acknowledges receipt or waiver of Buyer’s common stockthe delivery of the following): the certificate or certificates representing the Shares, unregistered but entitled to piggy-back registration; (ii) the documents described in Sections 5.3(c), (d) and (e); and (iii) such other documents and instruments as counsel for Seller shall reasonably request to consummate the transactions described herein. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificate(s) evidencing the Stock duly endorsed in blank, blank (or accompanied by duly executed stock powers duly executed in blank); all release documentation, for transfer to reasonably required by, and in a form reasonably acceptable to, Buyer, together with any required deed evidencing the release of all security arrangements over the Shares or stock transfer stamps; (ii) assets of the documents described Acquired Companies, and all guarantees entered into by the Acquired Companies; employment agreements in Sections 5.2(cthe form of Exhibit 2.5(a)(iii), executed by each of the following persons: P▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and P▇▇▇ ▇▇▇▇▇▇▇ (dcollectively, the “Designated Employees”) and (ecollectively, the “Employment Agreements”); ; a noncompetition agreement in the form of Exhibit 2.5(a)(iv) with each of the Designated Employees (iii) collectively, the “Employee Noncompetition Agreements”); an executed receipt for counterpart to a transition services agreement between Seller and Buyer in the form of Exhibit 2.5(a)(v) (the “Transition Services Agreement”); a certificate executed by the Chief Executive Officer of Seller as to the accuracy of Seller’s representations and warranties as of the Closing Date Cash Amount less the sum of (A) the Environmental Offset Amount, if any and (B) the Escrow Amount, if any; (iv) a good standing certificate for the Company issued by the Secretary of State as to its compliance with and performance of its state covenants and obligations performed or complied with on or before the Closing Date under this Agreement; an opinion of incorporation R▇▇▇▇ P▇▇▇▇, dated the Closing Date, in the form of Exhibit 2.5(a)(vii); estoppel certificates or other substantially equivalent documents under applicable Law executed on behalf of Ascenda-Xinso Development (Suzhou) Co. Ltd., Shanghai Waigaoqiao Xin Development Co. Ltd., LaSalle National Trust, N.A., Successor Trustee to LaSalle National Bank, not individually, but as Trustee under Trust Agreement dated August 1, 1986 and of such other applicable jurisdictions where the Company is qualified to do businessknown as Trust No. 111410 and Landacq Associates, dated as of a date within twenty (20) not more than 5 days of before the Closing Date; , each in the form of Exhibit 2.5(a)(viii); and the certifications required by Section 11.14; written resignations and releases, in a form reasonably satisfactory to Buyer, from (vA) a bring-down good standing certificate for the secretary and directors of the Company; (B) the secretary and directors of SSPEL (executed as a deed); and (C) the secretary and directors of SSPS and KESH; written resignation of the auditors of the Acquired Companies; copies of all existing bank mandates and statements of the bank balances of any account in the name of each of the Acquired Companies as at the close of business on the last business day before Closing together with a list of all unpresented cheques and uncleared cheques which upon presentation would be debited or credited to those accounts and the relevant cheque books; IRS Form 8023 executed by Seller as prepared by Buyer and agreed to by Seller; an escrow agreement in the form of Exhibit 2.5(a)(xiv) (the “Escrow Agreement”) executed by Seller and LaSalle Bank National Association (the “Escrow Agent”) of purchase price required; an ALTA Statement in the form of Exhibit 2.5(a)(xv) and such other documents, dated instruments, certificates, and confirmations as may be reasonably required by the Title Insurer to issue the Title Policy; and agreements, instruments and other documentation reasonably requested by Buyer pertaining to the Seller’s pre-Closing transactions set forth in Section 3.10 of Seller’s Disclosure Schedule. Buyer will deliver (and Seller hereby acknowledges receipt or waiver of delivery of the following): the sum of $47,250,000 by wire transfer of immediately available funds to the accounts that have been specified by Seller at least three days prior to Closing by Seller; an executed counterpart of the Transition Services Agreement; a certificate executed by the chief executive officer of Buyer as to the accuracy of Buyer’s representations and warranties as of the Closing Date, issued by the Secretary of State Date and as to its compliance with and performance of its state covenants and obligations to be performed or complied with on or before the Closing Date under this Agreement; an executed counterpart of incorporation; (vi) a certificate each of the Employment Agreements; an executed counterpart of each of the Employee Noncompetition Agreements; IRS Form 8023 executed and signed by the Seller of its non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations; (vii) such other documents and instruments as counsel for Buyer shall reasonably request to consummate the transactions described herein. (viii) Fifty Million unregistered Datameg common shares issued to Buyer in consideration Buyer; an opinion of Buyer’s assumption General Counsel, dated the Closing Date, in the form of Exhibit 2.5(b)(viii); an executed counterpart to the NoteEscrow Agreement; the sum of $2,500,000 to the Escrow Agent by wire transfer to an account specified by the Escrow Agent; and an ALTA Statement in the form of Exhibit 2.5(a)(xv) and such other documents, instruments, certificates, and confirmations as may be reasonably required by the Title Insurer to issue the Title Policy. The Employment Agreements, Employee Noncompetition Agreements, Transition Services Agreement and the Escrow Agreement are collectively referred to as the “Ancillary Agreements.” SELLER PRE-CLOSING TRANSACTIONS Prior to Closing, Seller has executed, or will execute the transactions set forth in Section 3.10(a) of Seller’s Disclosure Schedule.