Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser the followingshall: (i) a certificate representing 10,000 deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares registered in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the name 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) evidence that the Series B Certificate of Designations has been filed with the Secretary of State share certificates representing Sellers’ ownership of the State of Delaware and become effective on or prior to the Closing DateAcquired Shares (for cancellation); (iii) a copy of the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion register of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel members of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed certified by the Chief Executive Officer Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company certifying that no Bankruptcy Event (as such term is defined in from the Series B Certificate board of Designations) has occurreddirectors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (ixvi) a certificate of incumbency dated as of the Secretary Closing Date and issued by the 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 Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, certifying as to: in the form set forth in Exhibit D; (Aviii) the signatures and titles written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the officers Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company executing each resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the Transaction Documents to which directors of the Company is a partyreferred to in paragraphs (v) shall be accepted; and and (B3) resolutions such persons as Purchaser may nominate shall be appointed as the new directors of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions;Company; and (x) a cash fee in the amount complete set of $100,000; company seals and chops (xiincluding common chop, chops for contractual purpose, financial chops, legal representative chops) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions and business licenses of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselSubsidiaries. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At On the ClosingClosing Date, the Company shall will deliver or cause to be delivered to the Purchaser the followingeach Buyer: (iA) the items required to be delivered to Buyer pursuant to Section 8, duly executed by the Company where so required, (B) certificates representing the applicable Debenture and Warrant, (C) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (1) representing 10,000 Shares 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, registered in the name of the Purchaser;such Buyer, (iiF) evidence that a Warrant registered in the Series B Certificate name of Designations has been filed with the Secretary such Buyer to purchase up to a number of State shares of the State of Delaware and become effective on or prior Common Stock equal to the Closing Date;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, (iiiG) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company CounselLimited Standstill Agreements, in the form of Exhibit F-1F hereto, duly executed by such counsel and the legal opinion of in-house counsel each of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event Designated Insiders (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of Section 4(r)). On the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company the following: : (iA) this Securities Purchase Agreement and the Aggregate Registration Rights Agreement duly executed by such Buyer, (B) funds in the amount of such Buyer’s applicable Purchase Price, in U.S. Dollars and in immediately available funds, Price by wire transfer to an the account designated as specified in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserCompany.

Closing Deliveries. (a) At or prior to the Initial Loan Closing, the Company Borrower shall deliver or cause to be delivered to Lender, all of the Purchaser following items (collectively, the following“Closing Deliveries”), each of which shall be satisfactory in form and substance to Lender: (ia) originals duly executed by Borrower and each Borrower-Related Party who is a certificate representing 10,000 Shares registered in signatory thereto, of this Agreement, the name Environmental Indemnity Agreement, the Assignment of Distributions, the PurchaserGuaranty, the error and omissions agreement, the Company Certificates for Borrower, and each Borrower-Related Party that is an entity, and IRS tax disclosure forms for Borrower and Guarantor; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iiib) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest most recent financial statements of Borrower and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company CounselBorrower-Related Party, in the form of Exhibit F-1specified in Section 9.7, executed and accompanied by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed certification required by such counselSection 9.7; (viiic) a certificate dated as certified copy of the Closing Date Organizational Agreements of Borrower and signed by the Chief Executive Officer of the Company certifying each Borrower-Related Party that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredan entity; (ixd) 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); (g) a certificate of the Secretary of the Companyduly executed Officer’s Certificate, dated as of the Closing Date, certifying as to: (A) the signatures and titles date of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsInitial Loan Closing; (xh) a cash fee in all written consents that are required with respect to or necessitated by this Agreement and the amount of $100,000other Loan Documents and the transactions contemplated hereby and thereby including, without limitation, the Architect Consent; (xii) the Company shall have delivered evidence reasonably 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 Purchaser 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 Company has obtained amendments (collectively, Loan Documents do not violate the “Facilities Amendments”) to certain provisions usury laws of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval State of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soTexas; and (xiiij) any such other documents and further documents, agreements and certificates as are reasonably requested required by the Purchaser or Purchaser CounselLender. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At or prior to the Closing, the Company Sellers shall deliver or cause to be delivered to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserPurchased Assets; (ii) evidence that the Series B Certificate of Designations has been filed 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 (except for Consents under Third Party Agreements) and Orders required in connection with the Secretary execution and delivery of State this Agreement or the consummation of the State transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by such Seller; (iv) evidence of Delaware 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 become effective delivered to the Sellers on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Companydate hereof; (v) the Stockholders’ Agreement Supplement, duly restrictive covenant and work made for hire agreements executed by PSSMF each Transferred Employee in form and Alkestsubstance reasonably satisfactory to the Buyer; (vi) an opinion of counsel to the Voting Agreement AmendmentSellers, duly executed by dated the CompanyClosing Date, PSSMF and Alkestsubstantially in the form of Exhibit A; (vii) a certificate dated the legal opinion Closing Date executed by the President or other authorized officer of Company Counsel, each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselB; (viii) a certificate dated as of the Closing Date and signed executed by the Chief Executive Officer Secretary of each Seller certifying as to the Company certifying that no Bankruptcy Event (as such term is defined director, stockholder and other resolutions authorizing the Transaction Documents substantially in the Series B Certificate form of Designations) has occurredExhibit C; (ix) a certificate of the Secretary of the Company, good standing certificates for each Seller dated as of within ten (10) days prior to the Closing Date, certifying as to: (A) the signatures and titles Date from its jurisdiction of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsorganization; (x) a cash fee in evidence of the amount release of $100,000all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Company shall have delivered evidence reasonably satisfactory Sellers pursuant to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser;Section 6.3; and (xii) such other agreements, certificates, instruments and documents as the Company shall have delivered Buyer may reasonably request in order to fully consummate the Purchaser a letter confirming its intention to seek approval transactions contemplated by and carry out the purposes and intent of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselthis Agreement. (b) At or prior to the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company the following: Sellers: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Closing Payment by wire transfer to an account designated in writing by the Company for such purpose; and Sellers’ Account; (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) all Ancillary Agreements to which the Purchaser Buyer is a signatoryparty, dated the Closing Date and duly executed by the PurchaserBuyer; (iii) a certificate dated the Closing Date executed by the President or other authorized officer of the Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iv) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (v) such other agreements, certificates, instruments and documents as the Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement.

Closing Deliveries. (a) At Unless waived in writing by CBA, Pubco and Parent shall have delivered, at or before the Closing, to CBA, the Company following documents, each of which shall deliver or cause to be delivered to the Purchaser the followingin full force and effect at Closing: (i1) the certificate of merger for the First Merger, duly executed by First Merger Sub and Pubco; (2) evidence in a form reasonably satisfactory to CBA that the consents, approvals, waivers and notices set forth on Schedule 8.3(d) shall have been obtained or given, as applicable; (3) a certificate representing 10,000 Shares registered in the name of the Purchasersecretary of Pubco certifying that attached thereto are true and complete copies of all resolutions adopted by the Pubco Board authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which Pubco is a party and the consummation of the transactions contemplated hereby and thereby, including the Pubco Recommendation, and all such resolutions are in full force and effect and are all the resolutions adopted by the Pubco Board in connection with the transactions contemplated hereby; (ii4) evidence a certificate of the secretary of Parent certifying that attached thereto are true and complete copies of all resolutions adopted by the Series B Certificate Board of Designations has been filed Directors of Parent authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which Parent is a party and the consummation of the transactions contemplated hereby and thereby, and all such resolutions are in full force and effect and are all the resolutions adopted by the Board of Directors of Parent in connection with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Datetransactions contemplated hereby; (iii5) a certificate of the secretary of Pubco certifying that the conditions set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c) have been satisfied; (6) the Series B Preferred Stock Registration Rights Articles of Incorporation of Pubco, certified within ten (10) Business Days prior to Closing by the secretary of state of the state of Nevada, and a good standing certificate from the secretary of state of the state of Nevada, dated within ten (10) Business Days of Closing; (7) the Stockholder Agreement, duly executed by the CompanyParent; (iv) 8) the Series A Holders ConsentVoting Agreement, duly executed by Plainfield, Alkest Parent and the Companyshareholders set forth on Schedule 1.1; (v9) the Stockholders’ Agreement SupplementA&R Certificate of Incorporation, duly executed by PSSMF Parent and Alkestfiled with the Delaware Secretary of State, and the A&R Bylaws, each of which shall have been adopted by Parent’s Board of Directors; (vi10) a notice to the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company CounselInternal Revenue Service, in accordance with the form requirements of Exhibit F-1Treasury Regulations § 1.897-2(h)(2), executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed executed by Pubco, together with written authorization for the Chief Executive Officer Parent to deliver such notice to the Internal Revenue Service on behalf of Pubco after the Closing, and a certification that the shares of Pubco Common Stock are not “United States real property interests” as defined in Section 897(c) of the Company certifying that no Bankruptcy Event Code prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code (as such term is defined in a form reasonably acceptable to CBA for purposes of satisfying the Series B Certificate Parent’s obligations under Treasury Regulations § 1.1445-2(c)(3)), in each case, validly executed by a duly authorized officer of Designations) has occurredPubco; (ix11) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures Pubco and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company its Subsidiaries shall have delivered evidence reasonably satisfactory to CBA that they own (or otherwise possess) no more than four and 99/100 percent (4.99%) of the Purchaser voting interest, and no more than forty-nine and 99/100 percent (49.99%) of the economic interest, in and to ▇▇▇▇▇▇▇▇▇▇ Fund, L.P.; provided, however, that the Company has obtained amendments if, after using its reasonable best efforts Pubco reasonably and in good faith determines that this Section 8.3(d)(11) cannot be achieved, (collectivelyx) it shall notify CBA Member of such fact in writing, (y) upon receipt of such written notification by CBA, the “Facilities Amendments”condition to closing described in this paragraph shall be deemed satisfied, and (z) CBA Member shall purchase, at the Closing, all of Willow Oak Asset Management, LLC’s membership interest in ▇▇▇▇▇▇▇▇▇▇ Capital Management, LLC for a purchase price equal to certain provisions twenty five thousand dollars ($25,000) in cash (provided, that Willow Oak Asset Management, LLC shall have the continued right to receive forty five percent (45%) of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiarieseconomic interest held by ▇▇▇▇▇▇▇▇▇▇ Capital Management, the lenders named therein and Wachovia BankLLC in ▇▇▇▇▇▇▇▇▇▇ Fund, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”L.P.), and the Amended in connection with any such purchase, Pubco shall agree to indemnify and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Companydefend CBA Member for any third party claims arising from actions taken by Pubco or its Subsidiaries in connection with ▇▇▇▇▇▇▇▇▇▇ Fund, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory L.P. prior to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval consummation of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do sopurchase; and (xiii12) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized Each director and officer thereof shall deliver or cause to be delivered of Pubco as of immediately prior to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is Effective Time shall have delivered a signatory, duly executed by resignation substantially in the Purchaserform of Exhibit I hereto.

Closing Deliveries. (a) At the Closing, Pubco and the Company Pubco Stockholders shall deliver have delivered or cause caused to be delivered to Dynamic Ally and the Purchaser Dynamic Ally Shareholders the following: (i) a certificate representing 10,000 Shares registered in this Agreement duly executed by Pubco and the name of the PurchaserPubco Stockholders; (ii) evidence letters of resignation from Pubco’s current officers, with their resignation as to all of the offices he or she currently holds with Pubco to be effective on the Closing Date, and confirming that each officer has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Series B Certificate Closing; (iii) letter of Designations has been filed resignation of one of Pubco’s current directors, with the Secretary resignation of State such director to be effective on the Closing Date; (iv) resolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at five (5); e. the appointment of ▇▇ ▇▇▇▇▇ as Chairman of the State board of Delaware directors, and become the appointment of Chen Beihuang, Han Jialang, ▇▇▇▇▇ ▇. ▇▇▇▇ and He Zhiwei as additional directors, to serve on the Pubco board of directors, effective on or the Closing Date; and f. the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his name (the “Dynamic Ally Officers”): ▇▇ ▇▇▇▇▇ Chief Executive Officer, President, Secretary and Chairman of the Board ▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer (v) a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (iiivi) an instruction letter signed by the Series B Preferred Stock Registration Rights President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to Dynamic Ally and consistent with the terms of this Agreement, duly executed by instructing the Company; (iv) transfer agent to issue stock certificates representing the Series A Holders Consent, duly executed by Plainfield, Alkest and Pubco Shares to be delivered pursuant to this Agreement registered in the Company; (v) names of the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and AlkestDynamic Ally Shareholders as set forth in Annex I; (vii) a shareholder list of Pubco as certified by the legal opinion of Company CounselPubco’s Secretary or transfer agent, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel dated within ten (10) days of the Company in the form of Exhibit F-2, executed by such counselClosing Date; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyPubco, dated as of the Closing Date, certifying as to: to (Ai) the signatures incumbency of officers of Pubco executing this Agreement and titles all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the officers Certificate of Incorporation and By-Laws of Pubco, as in effect on and as of the Company executing each Closing Date, and (iii) a copy of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board of Directors of Pubco authorizing and approving Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents to which the Company is a party Documents, and the Transactionstransactions contemplated thereby; (ix) an opinion from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Law Office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A., counsel to Pubco, with respect to the matters set forth in Exhibit A attached hereto, addressed to Dynamic Ally and the Dynamic Ally Shareholders and dated as of the Closing Date; (x) a cash fee in the amount of $100,000;all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Dynamic Ally’s representatives with respect to Pubco; and (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents as Dynamic Ally and/or the Dynamic Ally Shareholders may reasonably requested by request in connection with the Purchaser or Purchaser Counseltransactions contemplated hereby. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Company shall deliver or cause to be delivered to the Purchaser the followingClosing Date: (i) a certificate representing 10,000 Shares registered Note payable to the order of each Bank, each in the name amount of the Purchasersuch Bank’s Commitment, duly executed by Borrower; (ii) the Mortgages and Amendments to Mortgages to be executed on the Closing Date pursuant to Section 6.1(a), duly executed and delivered by each Credit Party (as applicable), and such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in the Borrowing Base Properties comprising the Minimum Collateral Amount; (iii) a Parent Pledge Agreement duly executed and delivered by Parent, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Operating and DG&M of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent; (iv) a Subsidiary Pledge Agreement duly executed and delivered by Operating, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Borrower, Marine and TRF of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent; (v) Facility Guarantees duly executed and delivered by Parent and each Restricted Subsidiary; (vi) such financing statements (including, without limitation, the financing statements referenced in subclause (ii) above) in form and substance acceptable to Administrative Agent and executed by each Credit Party (as applicable) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vii) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Series B Certificate Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of Designations has been filed with the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of State of the State of Delaware each such Credit Party that such copy is true, correct and become effective complete on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate dated of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredDate; (ix) a certificate certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested (or such other evidence satisfactory to Administrative Agent) relating to the Secretary existence of each Credit Party and to the Company, dated as effect that each such Credit Party is in good standing with respect to the payment of the Closing Date, certifying as to: (A) the signatures franchise and titles of the officers of the Company executing each of the Transaction Documents similar Taxes and is duly qualified to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters transact business in connection with the Transaction Documents to which the Company is a party and the Transactionssuch jurisdictions; (x) a cash fee in certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the amount Closing Date, executed by the Secretary or comparable Authorized Officer of $100,000each such Credit Party; (xi) copies of resolutions or comparable authorizations approving the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended Closing Transactions and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)Loan Papers, and authorizing the Amended and Restated Receivables Purchase transactions contemplated by this Agreement and the Receivables Sales Agreement among other Loan Papers, duly adopted by the CompanyBoard of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, Wachovia if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the other parties theretoresolutions adopted with respect to such transactions, each have not been amended, modified, or revoked in any respect, and are in full force and effect as amended (collectively, of the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserClosing Date; (xii) an opinion of Jenkens & G▇▇▇▇▇▇▇▇, P.C., special counsel for the Company shall have delivered Credit Parties dated the Closing Date, favorably opining as to the Purchaser a letter confirming its intention to seek approval enforceability of each of the Series A Amendment Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) an opinion of special Louisiana counsel for Administrative Agent dated the Closing Date, favorably opining as to the enforceability of the Existing Mortgages (as such term amended by the Amendments to Mortgages), the Mortgages and the Amendments to Mortgages in Louisiana and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiv) an opinion of special Mississippi counsel for Administrative Agent dated the Closing Date, favorably opining as to the enforceability of the Existing Mortgages (as amended by the Amendments to Mortgages), the Mortgages and the Amendments to Mortgages in Mississippi and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xv) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred and is defined continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xvi) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower (after giving effect to the Closing Transactions) in the Series A Holders Consent) as soon as it may practically do soform of Exhibit I attached hereto; and (xiiixvii) any other documents reasonably requested certificates from Borrower’s insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the Purchaser or Purchaser Counselrequirements of Section 9.6. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At 2.3.1. Deliveries by the Closing, LLC and the Company shall deliver or cause to be delivered to the Purchasers. The obligation of each Purchaser to purchase and pay for the following: Units provided hereunder is subject to (i) a certificate representing 10,000 Shares registered in the name unless otherwise waived by each of the Purchaser; (iiPurchasers) evidence that the Series B Certificate of Designations has been filed with LLC and the Secretary of State of the State of Delaware and become effective Company delivering on or prior to the Closing Date;Date the following to each of the Purchasers, in each case, in form and substance satisfactory to such Purchaser: (iiia) copies of this Agreement and each of the Series B Preferred Stock Registration Rights Agreementother Transaction Documents to which such Purchaser is a party, duly executed by each of the Companyparties hereto and thereto; (ivb) copies of the certificates representing Shares issued to the LLC; (c) such Purchaser’s Transaction Expenses, by wire transfer of immediately available funds; (d) legal opinion or opinions from counsel to the LLC and the Company relating to the due authorization and valid issuance of the Units and the Shares and other matters as the Purchasers may reasonably request; (e) copies of the minutes of the meeting, or unanimous written consent, of (i) the Series A Holders ConsentBoard of Directors or other applicable governing body of each of the LLC and the Company and (ii) the holders of the Membership Interests, in each case, approving each of this Agreement, the other Transaction Documents and the Contemplated Transactions; (f) certificates of the appropriate officers of each of the LLC and the Company certifying (i) that all representations and warranties of the LLC and the Company, respectively, set forth in this Agreement are true and correct in all respects and (ii) as to such other matters as the Purchasers may reasonably request; and (g) certificates of the secretaries of each of the LLC and the Company as to the absence of any amendments to their respective Organizational Documents, the resolutions taken pursuant to the minutes and/or consents referred to in Section 2.3.1(e) above and the incumbency and signatures of certain officers of the LLC and the Company who signed this Agreement and the other Transaction Documents. 2.3.2. Deliveries by the Purchasers to the LLC and the Company. Each of the Purchasers is delivering to the LLC and the Company at the Closing (a) copies of this Agreement and each of the other Transaction Documents to which such Purchaser is a party, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)Purchaser, and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At such Purchaser’s, portion of the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the ClosingOn or prior to each Closing Date, unless otherwise specified in this Section 2.3(a), the Company shall deliver or cause to be delivered to the Placement Agent on behalf of each Purchaser the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, this Agreement duly executed by the Company; (ii) Series A Preferred Stock with the Face Amount indicated on such Purchaser’s signature page hereto, registered in the name of such Purchaser; (iii) the Bonus Preferred Shares registered in the name of such Purchaser; (iv) a copy of a good standing certificate of the Series A Holders ConsentCompany and each Subsidiary, duly executed by Plainfield, Alkest and dated within five (5) days of the CompanyClosing Date; (v) on the Stockholders’ Agreement SupplementClosing Date only, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date Date, duly executed, and signed delivered by the Chief Executive Officer an officer of the Company Company, certifying that no Bankruptcy Event (as such term is defined the resolutions of the Company’s Board of Directors then in full force and effect authorizing, to the Series B Certificate extent relevant, all aspects of Designations) has occurred; (ix) the transaction and the execution, delivery and performance of each Transaction Document to be executed and the transactions contemplated hereby and thereby; and Investor shall have received a certificate of the Secretary of State of Delaware certifying that the Certificate of Incorporation has been filed and is effective; (vi) on the Closing Date (unless specifically requested by the Placement Agent), an opinion of counsel to the Company, dated as of the Closing Date, certifying as to: in a form and substance reasonably acceptable to the Placement Agent; (Avii) the signatures and titles executed Lock-up Agreements; (viii) the Waiver Agreements described in Section 2.4; (ix) the Schedule of the officers of the Company executing each of the Transaction Documents to which the Company is a partyMaterial Liabilities described in Section 3.1(i); and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions;and (x) a cash fee such other approvals, opinions, or documents as the Placement Agent and/or the Purchasers may request in the amount of $100,000; (xi) the Company shall have delivered evidence form and substance reasonably satisfactory to the Purchaser that Placement Agent and/or the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”)Purchasers, as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselapplicable. (b) At On or prior to the ClosingClosing Date, the unless otherwise specified in this Section 2.3(b), each Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: : (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount as to the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Closing by wire transfer to an the Escrow Agent to the account designated specified in writing by Schedule 2.1 hereto; (iii) a completed and executed Accredited Investor Questionnaire in the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.form of Exhibit E hereto;

Closing Deliveries. (a) At the Closing, the Company shall parties hereto will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to the Purchaser receiving party(ies): (1) ▇▇▇▇.▇▇▇ will deliver to Explore stock certificates of ▇▇▇▇.▇▇▇, duly endorsed by the following▇▇▇▇.▇▇▇ Stockholders or with stock powers attached, representing all of the issued and outstanding shares of ▇▇▇▇.▇▇▇ Common Stock. (2) Explore will deliver to the ▇▇▇▇.▇▇▇ Stockholders' certificates representing the shares of Explore Common Stock comprising the Merger Consideration set forth in Article II. (3) Explore will pay Peacekeeper and ▇▇▇▇ ▇▇▇▇▇▇▇▇ the principal amount of $500,000 as full and final repayment of all liabilities and obligations under the ▇▇▇▇.▇▇▇ Promissory Note. (4) Each will deliver to the other parties a certificate of an officer, dated as of Closing, certifying that (a) each covenant and obligation of the delivering party has been complied with, and (b) each representation, warranty and covenant of the delivering party is true and correct at the Closing as if made on and as of the Closing. (5) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (6) Each party will deliver the Certificates of Merger in form acceptable for filing with the applicable Secretaries of State. (7) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) a certificate representing 10,000 Shares registered in Certificates of Existence and/or "Good Standing" regarding the name delivering party and its subsidiaries, certified by the appropriate Secretary of the PurchaserState and dated within (10) business days of Closing; (ii) evidence that Incumbency Certificates certifying the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles identity of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a delivering party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiiiii) any other documents reasonably requested Charters, Operating Agreement or Certificates of Incorporation, as certified by the Purchaser or Purchaser Counselappropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (b) At 8) Explore will deliver evidence of the Closingappointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered ▇▇▇ ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement board of directors of Explore and the Voting Agreement Amendment) to which the Purchaser is a signatoryresignations of ▇▇▇▇▇ ▇▇▇▇, duly executed by the Purchaser▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as directors of Explore.

Closing Deliveries. (a) At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered in such form reasonably satisfactory to Buyer, unless otherwise waived by Buyer, in its sole discretion: 2.2.1 The Company and/or the Company Seller, as applicable, shall deliver have delivered, or cause caused to be delivered delivered, to the Purchaser Buyer the following: (a) membership interest powers duly endorsed in blank transferring all of the Membership Interests to Buyer; (i) a certificate representing 10,000 Shares registered in the name copy of the Purchaser; (ii) evidence that the Series B Certificate articles of Designations has been filed with the Secretary organization of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary each member of the Company, dated (ii) a copy of the limited liability company agreement of the Company as in effect as of the Closing Date, certifying (iii) a good standing certificate for the Company as to: of a date no more than 30 days prior to the Closing Date from the appropriate officials of the State of Florida, (Aiv) a resolution of the signatures governing body of the Company and titles the Company Seller approving this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, and (v) resignations, effective as of the Closing, of the officers of the Company executing each Company, and all directors and/or managers of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsCompany; (xc) a cash fee in the amount Executed Buyout Agreements with each holder of $100,000Phantom Units; (xid) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Employee Benefits Transition Services Agreement among the Buyer, Company Seller, Hillcour and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended Company (the “Revolving Credit FacilityBenefits TSA”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiie) any other documents reasonably requested by A duly signed IPAA. 2.2.2 Buyer shall have delivered, or caused to be delivered, to the Purchaser or Purchaser Counsel.Company Seller and Marpai Sellers the following: (a) To the Company Seller, the Buyer Stock comprising the Projected Company Consideration; (b) At To the ClosingOriginal Noteholders and the Marpai Stockholders, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to Buyer Stock representing the Company Marpai Consideration; (c) To the following: New Noteholders, the New Buyer Notes; (i) a copy of the Aggregate Purchase Pricecertification of incorporation of Buyer, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document a good standing certificate of Buyer as of a date no more than 30 days prior to the Closing Date from the appropriate officials of the State of Delaware, and (including iii) a resolution of the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ governing body of Buyer approving this Agreement Supplement and the Voting Transaction Documents, and the transactions contemplated hereby and thereby; and (e) the Benefits TSA. 2.2.3 Marpai and/or Marpai Sellers, as applicable, shall have delivered, or caused to be delivered, to Buyer the following: (a) Stock powers duly endorsed in blank transferring all of the Marpai Stock to Buyer; (b) The Marpai Notes, or evidence of/certification to destruction thereof; and (c) (i) a copy of the Certificate of Incorporation of Marpai, (ii) a copy of Marpai’s Bylaws as has been in effect for the previous twelve months, (iii) a good standing certificate as of a date no more than 30 days prior to the Closing Date from the appropriate officials of the State of Delaware, and (iv) a resolution of the governing body of Marpai approving this Agreement Amendment) to which and the Purchaser is a signatoryTransaction Documents, duly executed by and the Purchasertransactions contemplated hereby and thereby.

Closing Deliveries. (a) At the Closing: (i) Developer shall pay (A) all of the Closing Costs by wire transfer of immediately available funds; (B) the title insurance premiums charged for the owner's policy of title insurance on the Office Parcel in the amount of the fair market value of such parcel based on a value of Six Hundred Thousand and 00/100 Dollars ($600,000.00) per acre (including any policy premiums for insurance in excess of the amount Town is obligated to provide, lender’s policies, endorsement fees, search fees, costs, and expenses charged for the Company owner's policy of title insurance); and (C) the cost of the Survey. Each party shall be responsible for its own legal fees incurred in connection with this Agreement and the Closing. (ii) Town shall deliver or cause possession of the Project Site to be delivered Developer on the Closing Date, free and clear of all rights and claims of any other party to the Purchaser possession, use, or occupancy of the Project Site subject to the Permitted Exceptions. (iii) Developer, Tenant, and/or Town, as applicable, shall execute and deliver (or, in Town’s case, cause the applicable Town Bodies to execute and deliver) the following: (iA) a certificate representing 10,000 Shares registered in the name of Office Parcel Deed conveying to Developer fee simple title to the PurchaserOffice Parcel; (iiB) evidence a vendor's affidavit in form and substance such that the Series B Certificate Title Insurer agrees to delete the standard exceptions for non-survey matters; (C) an affidavit that Building Corp. is not a “foreign person”, in form and substance required by the Internal Revenue Code of Designations has been filed with 1986, as amended, and the Secretary of State rules and regulations promulgated thereunder; (D) a certification by Developer that all of the State representations and warranties set forth in Subsection 8(b) remain true and accurate in all respects as of Delaware and become effective on or prior to the Closing Date; (iiiE) the Series B Preferred Stock Registration Rights Agreement, duly executed by the CompanyAncillary Agreements; (ivF) an original of this Project Agreement, and, at Town’s option, a recordable memorandum of this Project Agreement; in either case, to be recorded in the Series A Holders Consent, duly executed by Plainfield, Alkest and chain of title for the CompanyProject Site; (vG) the Stockholders’ Agreement SupplementProject Loan Documents, duly executed by PSSMF and Alkestincluding the Multi-Party Agreement; (viH) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; certificates of insurance policies required pursuant to Section 13; (viiI) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated other customary documents or instruments as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents required to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters be delivered in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions issuance of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserBonds; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. At the Closing the following conditions are to be performed to the satisfaction of each Purchaser (unless waived by each Purchaser in its sole and absolute discretion) prior to the Purchasers becoming severally obligated hereunder to fund their allocable portion of the Purchase Price: (a) At the Closing, the Company shall will deliver or Shares which have been fully registered under the Securities Act of 1933, as amended (the "SECURITIES ACT") and under such state securities laws which require such registration (together with the Securities Act, "SECURITIES LAWS"), and which will be convertible into shares of Common Stock which have been fully registered under the Securities Laws, which Shares and Common Stock will be freely transferable upon acquisition by any Holder; (b) ▇▇▇▇▇ Peabody, LLP, counsel for the Company, will deliver to each of the Purchasers an opinion with respect to the Company's status as a real estate investment trust in the form of EXHIBIT B hereto; (c) ▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel for the Company, will deliver to each of the Purchasers an opinion in the form of EXHIBIT C hereto; (d) the general counsel of the Company will deliver to each of the Purchasers an opinion in the form of EXHIBIT D hereto; (e) the Company will deliver to each of the Purchasers a waiver of the ownership limitations set forth in the Articles in the form of EXHIBIT E hereto; (the "OWNERSHIP WAIVER"); and (f) the Operating Partnership will deliver to the Company an amendment to the Operating Partnership's Second Amended and Restated Agreement of Limited Partnership (the "L.P. AGREEMENT") establishing a series of preferred units (the "UNITS") of the Operating Partnership in the form of EXHIBIT F hereto (the "OP AMENDMENT"); (g) The Company will cause to be delivered to the Purchaser Purchasers a letter from Fitch IBCA, Duff & ▇▇▇▇▇▇ Credit Rating Co. confirming the following:rating of the Shares as not less than BBB- (the "RATING LETTER") in the form of EXHIBIT G hereto; (h) The Company will deliver to each of the Purchasers an officers' certificate in the form of EXHIBIT H hereto with appropriate schedules (the "OFFICERS' CERTIFICATE") and such other documents, certificates and opinions as the Purchasers may reasonably request; (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of The Company Counsel, will deliver warrants in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel EXHIBIT I hereto to purchase 267,900 shares of the Company in Company's Common Stock to Prudential Investment Management Services LLC ("PIMS")and warrants to purchase 17,100 shares of the form of Exhibit F-2, executed by such counselCompany's Common Stock to Teachers Insurance and Annuity Association as an inducement to enter into and perform under this Agreement (collectively the "Warrants"); (viiij) a certificate dated as On the date of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the purchase of the Shares by each Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the followingshall: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing be permitted by the Company for laws and regulations of each jurisdiction to which the applicable Purchaser is subject, without recourse to provisions (such purposeas Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment; (ii) not violate any applicable law or regulation; and (iiiii) each Transaction Document (including not subject the Series B Preferred Stock Registration Rights Agreementapplicable Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect prior to the date hereof. If requested by the Purchasers, the Series A Holders Consent, Purchasers shall have received an Officer's Certificate certifying as to such matters of fact as the Stockholders’ Agreement Supplement and Purchasers may reasonably specify to enable the Voting Agreement Amendment) Purchasers to which the Purchaser determine whether such purchase is a signatory, duly executed by the Purchaserso permitted.

Closing Deliveries. (a) At the First Closing, the Company shall deliver or cause to be delivered to the Purchaser GPA and Exfair (as applicable) the following: (i) a certificate representing 10,000 Shares registered in this Agreement, the name of Promissory Note, the Purchaser;Security Agreement, the Voting Agreement, the Technology License Agreement (Exhibit J), and the Amendment No. 1 to the Distribution Agreement (Exhibit K) (collectively, the “First Closing Transaction Documents”): (ii) evidence that legal opinion of Company counsel in the Series B Certificate of Designations has been filed with form agreed to by the Secretary of State of the State of Delaware and become effective on or prior to the Closing Dateparties hereto; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a an officer’s certificate dated as of the Closing Date and signed by from the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyOfficer, dated as of the First Closing Date, certifying as to: and setting forth (A) the names, signatures and titles positions of the officers of the Company executing each of the Persons authorized to execute this Agreement and any other First Closing Transaction Documents to which the Company is a party; and , (B) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the First Closing Transaction Documents, appointing the new Board of Directors and approving all matters in connection with the Certificate of Designation, (C) a copy of the Certificate of Incorporation, (D) a copy of the Bylaws, and (E) that the representations and warranties of the Company are true and correct as of the First Closing Date as though made on and as of such date and that the covenants, agreements and conditions required by the Transaction Documents to which be performed, satisfied or complied with by the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory at or prior to the Purchaser that the Company has obtained amendments (collectivelyFirst Closing Date have been performed, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser satisfied or Purchaser Counselcomplied with. (b) At the First Closing, the Purchaser or an authorized officer thereof (i) GPA and Exfair shall deliver or cause to be delivered to the Company each First Closing Transaction Document to which such entity is a party, duly executed by such party, and (ii) GPA shall deliver to the Company US$400,000 in immediately available funds, by wire transfer to an account designated in writing by the Company for the Promissory Note. (c) At the Second Closing, the Company shall deliver or cause to be delivered to Exfair the following: : (i) the Aggregate Purchase PriceConvertible Note, the Warrants, the Soussa Employment Agreement (Exhibit H) and the Registration Rights Agreement (Exhibit I) (collectively, the “Second Closing Transaction Documents”); (ii) legal opinion of Company counsel in U.S. Dollars the form agreed to by the parties hereto; (iii) an officer’s certificate from the Chief Executive Officer, dated as of the Second Closing Date, certifying and setting forth (A) the names, signatures and positions of the Persons authorized to execute the Second Closing Transaction Documents to which the Company is a party, (B) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the Second Closing Transaction Documents, appointing the new Board of Directors and approving the Certificate of Designation, (C) a copy of the Certificate of Incorporation, (D) a copy of the Bylaws, and (E) except as otherwise set forth in such certificate, that the representations and warranties of the Company are true and correct as of Second Closing Date as though made on and as of such date except where the failure of such representations and warranties to be true and correct are not in the aggregate material to the Company as at such Second Closing Date and that the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date have been performed, satisfied or complied with, by it, at or prior to such date except where the failure to perform such covenants, agreements and conditions are not in the aggregate material to the Company as of the Second Closing Date; and (iv) the written resignation of each officer and director of the Company, effective at Second Closing Date, who has not been designated to sit as an officer of the Company after the Second Closing in accordance with Section 1.3(b) or to sit on the board of directors of the Company after the Second Closing in accordance with Section 1.3(a), as the case may be. (d) At the Second Closing, Exfair shall deliver or cause to be delivered to the Company (i) each Second Closing Transaction Document to which Exfair is a party, duly executed by Exfair and (ii) US$440,000 and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement Convertible Note and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserWarrants.

Closing Deliveries. (a) At the Closing, the Company Cash Payment shall deliver or cause to be delivered to the Purchaser holder of the followingTarget Units, and the following documents (the "Closing Documents") shall be delivered as follows: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserNote, to be executed and delivered by Acquiror to Parent; (ii) evidence that the Series B Certificate Pledge Agreement, to be executed and delivered by Acquiror and its members and delivered to Parent, and the Security Agreement, to be executed and delivered by Acquiror to Parent; (iii) the Option Agreement, to be executed and delivered by the Surviving Company and Parent; (iv) the Nonsolicitation Agreement, to be executed and delivered by the Surviving Company and Parent; (v) the Surviving Company Operating Agreement, to be executed by the Surviving Company and its members; (vi) a support services agreement (with lease of Designations has been filed movable space), in the form of Exhibit I attached hereto (the "Support Services Agreement"), to be executed and delivered by the Surviving Company and Parent, pursuant to which Parent will provide store systems back of house, POS service, POS maintenance, accounting, fixed assets and payroll services for three (3) years in consideration of the Surviving Company's payment of 1.5% of the gross sales at the Restaurants; (vii) an employment agreement between the Surviving Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in the form of Exhibit N attached hereto (the "Executive Employment Agreement"); (viii) if any real property lease relating to a Parent Restaurant is not included in the Contributed Assets, a sublease with respect to such lease, in the form of Exhibit J attached hereto (the "Sublease"), to be executed and delivered by Parent and Surviving Company; (ix) an agreement regarding trademarks and service marks and other intellectual property, in the form of Exhibit K attached hereto (the "IP Agreement"), to be executed and delivered by Parent, RTBDI and the Surviving Company, pursuant to which (A) RTBDI will assign certain rights to the Parent Marks listed on Exhibit A-2 but not including rights to such marks in international markets and U.S. territories, protectorates, possessions and commonwealths such as Puerto Rico and Guam; (B) the Surviving Company will assign to RTBDI all rights to the Tia's Marks listed on Exhibit A-2 in international markets and U.S. territories, protectorates, possessions and commonwealths such as Puerto Rico and Guam; (C) the Surviving Company will agree to permit employees of Parent, its subsidiaries, affiliates and franchisees to train in Surviving Company's Restaurants, with Surviving Company's reasonable out-of-pocket costs for such training to be reimbursed by Parent; and (D) the Surviving Company will grant a license back to Parent, its subsidiaries, affiliates and franchisees to continue to use the Tia's Marks and the Parent Marks on inventory (such as paper/note pads, business cards, paper cups, stationery and clothing) existing as of the Closing Date (including, without limitation, the right to utilize and/or sell all of such inventory items bearing such marks) until current inventories of such items of Parent, its subsidiaries, affiliates and franchisees are exhausted; and (E) neither Parent not the Surviving Company will print or issue any gift certificates applicable to the other party after certain specified dates; (x) an assignment and assumption agreement between Parent and the Surviving Company in the form of Exhibit L attached hereto, pursuant to which: (A) Parent will assign and the Surviving Company will assume all Managing Partner Agreements and District Partner Agreements between Target or Tias, Inc., and any Continuing Employee regarding the Tia's Restaurants; and (B) Parent will deliver to Acquiror all of the shares of Parent common stock held by Parent in connection with the Secretary Managing Partner Agreements; (xi) a termination agreement between Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in the form of State Exhibit M attached hereto, pursuant to which Parent and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ will terminate, as of the State of Delaware Closing Date, the Concept Partner Agreement between Parent and become effective ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; (xii) a defense and indemnity agreement between Parent and the Surviving Company in a form to be agreed upon, with each party acting reasonably, regarding the Managing Partner Agreements; and (xiii) such other related documents as Parent, Target, RTBDI or Acquiror may have reasonably requested on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (aClosing deliveries required hereunder shall be made to the Escrow Agent pursuant to Section 1(d) At below. On the ClosingClosing Date, the Company shall will deliver or cause to be delivered to each Buyer (the Purchaser the following:“Company Documents”): (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iiiA) the Series B Preferred Stock Registration Rights Agreementitems required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (ivB) a certificate ("Closing Certificate") signed by its chief executive officer or chief financial officer (1) representing the Series A Holders Consenttruth and accuracy of all the representations and warranties made by the Company contained in this Agreement, duly executed by Plainfieldas of the applicable Closing Date, Alkest as if such representations and warranties were made and given on all such dates, (2) adopting the Company;covenants and conditions set forth in this Agreement in relation to the applicable Debenture and Warrants, and (3) certifying that an Event of Default has not occurred, (vC) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company's counsel, dated as of the Closing Date, certifying as to: (A) the signatures in form, scope and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence substance reasonably satisfactory to the Purchaser that Buyer and in substantially the Company has obtained amendments (collectivelysame form as Exhibit F attached hereto in relation to the Company, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiariesapplicable Debenture, the lenders named therein applicable Warrant and Wachovia Bankthe Transaction Documents ("Closing Legal Opinion"), (D) a duly executed Debenture with a principal amount equal to such Buyer’s Subscription Amount divided by 0.90 to account for the Original Issue Discount, National Association registered in the name of such Buyer, (“Wachovia”E) a duly executed Series A Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Series A Warrant Amount (as defined in Section 1(c), as administrative agent, as amended (the “Revolving Credit Facility”), and a duly executed Series B Warrant registered in the Amended and Restated Receivables Purchase Agreement and name of such Buyer to purchase up to a number of shares of Common Stock equal to the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each Series B Warrant Amount (as amended (collectively, the “Receivables Credit Facility”defined in Section 1(d), and a duly executed Series C Warrant registered in each case on terms reasonably satisfactory the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Purchaser;Series C Warrant Amount (as defined in Section 1(e)), (xiiF) Limited Standstill Agreements, duly executed by each of the Designated Insiders (as defined in Section 4(n)), (G) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Purchaser a letter confirming its intention to seek approval formation and good standing of the Series A Amendment Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date, (H) The Company shall have delivered to such term is defined Buyer a true copy of one or more certificates evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Series A Holders ConsentCompany conducts business and in which failure to so qualify would have a Material Adverse Effect, as of a date within five (5) as soon as it may practically do so; days of the Closing Date, and (xiiiI) any other documents reasonably requested The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Purchaser or Purchaser Counsel. Secretary of the State of Nevada as of a date that is five (b5) At days prior to the ClosingClosing Date. On the Closing Date, the Purchaser or an authorized officer thereof each Buyer shall deliver or cause to be delivered to the Company the following: following (ithe “Buyer Documents”): (A) this Securities Purchase Agreement and the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Registration Rights Agreement duly executed by such Buyer, (B) such Buyer’s Subscription Amount by wire transfer to an the account designated as specified in writing by the Company (subject to offsets for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) any expenses to which the Purchaser such Buyer is a signatory, duly executed by the Purchaserentitled).

Closing Deliveries. In addition to the actions set forth in Section 2.2, the Parties agree to make their respective deliveries set forth below. (a) At the Closing, the Company Duke Ventures shall deliver deliver, or cause to be delivered delivered, to the Purchaser MS Members the followingfollowing deliveries: (i) a certificate representing 10,000 Shares registered the Crescent Consents marked with an asterisk (*) in the name Section 4.3(a) of the PurchaserCrescent Disclosure Letter; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateOperating Agreement, duly executed by Duke Ventures; (iii) the Series B Preferred Stock Registration Rights Transition Services Agreement, dated as of the Effective Date, by and among Duke Energy Business Services LLC and Crescent in the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by the CompanyDuke Energy Business Services LLC and Crescent; (iv) the Series A Holders ConsentEmployee Matters Agreement, dated as of the Effective Date, by and among Duke Parent, CRE, LLC and Crescent in the form attached hereto as Exhibit E (the “Employee Matters Agreement”), duly executed by PlainfieldDuke Parent and CRE, Alkest LLC and the CompanyCrescent; (v) the Stockholders’ Agreement SupplementRelating to Certain Legacy Land, dated as of the Effective Date, by and among Holdco, Crescent and Duke Ventures (the “Legacy Land Agreement”), duly executed by PSSMF Holdco, Crescent and AlkestDuke Ventures, and the Right of First Offer Agreement, dated as of the Effective Date, by and among Duke Energy Business Services LLC and Crescent duly executed by Duke Energy Business Services LLC and Crescent (collectively, the “Legacy Land Agreements”); (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and AlkestTitle Policies; (vii) the legal opinion Assignment and Assumption of Company CounselMembership Interests relating to the transfer of the Purchased Interests from Duke Ventures to the MS Members, in dated as of the form of Exhibit F-1Effective Date, by and among Duke Ventures and the MS Members (the “Assignment Agreement”), duly executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselDuke Ventures; (viii) a certificate dated as of the Closing Date Landmar Certificate, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇ and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred;LandMar Management, Inc.; and (ix) a certificate under Section 1445(b)(2) of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company Code providing that Duke Parent is not a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselforeign person. (b) At the Closing, the Purchaser or an authorized officer thereof MS Members shall deliver deliver, or cause to be delivered delivered, to Duke Ventures the Company the following: following deliveries: (i) the Aggregate Operating Agreement, duly executed by each of the MS Members; (ii) the Legacy Land Agreement, acknowledged by each of the MS Members; (iii) the Assignment Agreement, duly executed by each of the MS Members; and (iv) a cash payment equal to the Purchase Price. (c) At or prior to the Closing, Duke Ventures and the MS Members shall cause Holdco to make all filings with Governmental Authorities that are necessary in U.S. Dollars connection with the formation of Holdco, including the filing of a Certificate of Formation in the form of Exhibit F with the Secretary of State of the State of Delaware. (d) At or prior to the Closing, Duke Ventures and in immediately available funds, the MS Members shall (i) cause Crescent to amend and restate its Articles of Organization by wire transfer to an account designated in writing by filing with the Company for such purpose; Secretary of State of the State of Georgia the Amended and Restated Articles of Organization and (ii) each Transaction Document cause Crescent to amend and restate the Limited Liability Company Agreement of Crescent by entering into the Amended and Restated Operating Agreement. (including e) Attached hereto as Exhibit G is a calculation of the Series B Preferred Stock Registration Rights AgreementPurchase Price. (f) Each of Duke Ventures’ obligation, on the Series A Holders Consentone hand, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) MS Members’ obligation, on the other hand, to which make the Purchaser foregoing closing deliveries set forth in this Section 2.3, and the other provisions of this ARTICLE II, is conditioned upon receipt by such Party of the other Party’s foregoing closing deliveries set forth in this ARTICLE II. Each of the closing deliveries is deemed to occur in a signatory, duly executed by sequence consistent with the Purchaserterms of Section 2.2.

Closing Deliveries. (a1) At On Closing the Closing, the Company Seller shall deliver or cause to be delivered to the Purchaser the followingBuyer: (ia) minutes of a certificate representing 10,000 Shares registered in the name meeting of the Purchaserboard of directors of the Seller authorising the execution and performance of this Agreement and each of the Agreed Documents and the performance of each of the matters contemplated by this Agreement and the Agreed Documents; (iib) evidence that the Series B Certificate of Designations has been filed with certificate or certificates representing the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateShares; (iiic) a transfer of the Series B Preferred Stock Registration Rights AgreementShares in agreed form, duly executed by the CompanySeller; (ivd) all statutory books and registers, minute books, share certificate books and corporate seals of the Series A Holders ConsentCorporation; (e) a true copy of the Excluded Assets and Liabilities Transfer Agreement duly executed by the Seller and the Corporation; (f) a true copy of the Transitional Services Agreement duly executed by the Seller and the Corporation; (g) a written resignation and release of all claims against the Corporation, in agreed form, duly executed by Plainfield, Alkest each director and officer of the CompanyCorporation designated by the Buyer; (vh) the Stockholders’ Agreement Supplement, a guarantee in agreed form duly executed by PSSMF Visteon Corporation in favour of the Buyer and Alkestthe Corporation, guaranteeing on the terms set out therein the performance by the Seller and/or Visteon Global Technologies, Inc., as the case may be, of their obligations contained in this Agreement, the Agreed Documents, the Business Purchase Agreement, the BPA Agreed Documents and the Excluded Assets and Liabilities Transfer Agreement, as the case may be; (vii) the Voting Agreement Amendment, duly completed Licences to Assign executed by the Company, PSSMF and Alkestlandlord of the Leasehold Premises; (viij) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselduly completed Leasehold Transfers; (viiik) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredduly completed Surrender Documents; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (Al) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory TR1 relating to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soFreehold Premises; and (xiiim) any other the title deeds and documents reasonably requested by relating to the Purchaser or Purchaser Counsel.Premises listed in part 3 of Schedule 4 (b2) At On Closing the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company Seller: (a) written resolution of the followingboard of directors of the Buyer authorising the execution and performance of this Agreement and each of the Agreed Documents and the performance of each of the matters contemplated by this Agreement and the Agreed Documents; (b) the payment referred to in clause 2.3; and (c) a guarantee in the agreed form duly executed by Linamar Corporation in favour of the Seller, guaranteeing on the terms set out therein: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing performance by the Company for such purpose; Buyer of its obligations contained in this Agreement and the Agreed Documents, and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights performance by the Corporation of its obligations contained in the Business Purchase Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement BPA Agreed Documents and the Voting Agreement Amendment) to which Excluded Assets and Liabilities Transfer Agreement, as the Purchaser is a signatory, duly executed by the Purchasercase may be.

Closing Deliveries. The Buyer shall have received at or prior to ------------------ the Closing such documents, instruments or certificates as the Buyer may reasonably request including, without limitation: (a) At the Closing, stock certificates representing the Shares and the U.K. shares duly endorsed in accordance with Subsection 1.01 of this Agreement (together with any lost stock affidavits provided to the Company shall deliver or cause to be delivered to by the Purchaser the following:Parent); (ib) a copy of the Election to Reattribute Losses in the form executed by the Company and the Parent; (c) such certificates of the Company's officers and such other documents evidencing satisfaction of the conditions specified in this Section 6 as the Buyer shall reasonably request; (d) a certificate representing 10,000 Shares registered in the name of the PurchaserParent's officers and such other documents evidencing satisfaction of the conditions specified in this Section 6 as the Buyer shall reasonably request; (iie) evidence that the Series B Certificate a certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior California as to the Closing Date; legal existence and good standing (iiiincluding tax) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselCalifornia; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ixf) a certificate of the Secretary of the Company, dated as State of the Closing Date, certifying State of New York as to: to the legal existence and good standing (Aincluding tax) the signatures and titles of the officers Parent in New York. (g) certificates of the Secretary of the Company executing each attesting to the incumbency of the Transaction Documents to which Company's officers, the Company is a party; and (B) resolutions authenticity of the Board resolutions authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party transactions contemplated by this Agreement, and the Transactionsauthenticity and continuing validity of the charter documents delivered pursuant to Subsection 3.01; (xh) a cash fee in certificates of the amount Secretary of $100,000the Parent attesting to the incumbency of the Parent's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents delivered pursuant to Subsection 3.01; (xii) Estoppel certificates in the form attached hereto as Exhibit ------- B from each lessor from whom the Company or any Subsidiary leases real or - personal property consenting to the acquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; provided, however, that the parties agree that such estoppel certificates may be delivered after Closing but before November 15, 1999, if not reasonably available at the Closing, provided that if not delivered to the Buyer by November 15, 1999, the Parent agrees to indemnify the Buyer against any Losses (as defined in Section 8.1) arising out of the failure of any assertions in the form of estoppel certificate to be complete and correct. (j) written resignations of all members of the Company's Board of Directors; (k) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions corporate minute books of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soall corporate seals; and (xiiil) any other documents reasonably a cross receipt executed by the Buyer and the Parent; and (m) if requested by the Purchaser or Purchaser Counsel. (b) At the ClosingBuyer, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase PriceCompany and the Subsidiaries will delivery to the Buyer and to the Internal Revenue Services notices that the Securities are not a "U.S. real property interest" in accordance with the Treasury Regulations under Section 897 and 1445 of the Code, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and or (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, Parent will delivery to the Series A Holders Consent, Buyer certificates of non-foreign status in accordance with the Stockholders’ Agreement Supplement and Treasury Regulations under Section 1445 of the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserCode.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) At the ClosingThe Equityholder shall deliver, the Company shall deliver or cause to be delivered delivered, to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered an irrevocable power or assignment, in form and substance reasonably acceptable to Buyer, effecting the name transfer of the PurchaserEquity Interests to Buyer, duly executed by the Equityholder, together with any certificates representing the Equity Interests; (ii) evidence that releases, in substantially the Series form attached hereto as Exhibit A (the “Releases”), executed by each Premier Party; (iii) a restrictive covenant agreement, in substantially the form attached hereto as Exhibit B Certificate (the “Restrictive Covenant Agreement”), executed by each Premier Party; (iv) a transition services agreement among Buyer, the Company, and the Premier Parties, in substantially the form attached hereto as Exhibit C (the “Transition Services Agreement”), executed by the Company and the Premier Parties; (v) an (A) amended and restated facilitation agreement, in substantially the form attached hereto as Exhibit D-1, executed by Premier Alliance, Innovatix, the Company and Communities Program Management, LLC and (B) amended and restated B&I Channel Partnership Agreement, in substantially the form attached hereto as Exhibit D-2, executed by Premier Alliance, Innovatix and the Company (collectively, the “A&R Channel Partnership Agreements”); (vi) the certificate of Designations has been filed with formation of the Company, certified by the Secretary of State of the State of Delaware, and a certificate of good standing from the State of Delaware and become effective on or each other jurisdiction in which the Company is qualified to do business, each dated within ten (10) Business Days prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: Company (A) certifying that attached thereto is a complete and accurate copy of the signatures limited liability company agreement of the Company, (B) certifying that attached thereto are copies of all requisite resolutions or actions approving the execution and titles delivery 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 of the resolutions adopted in connection with the transactions contemplated hereby and (C) certifying as to the incumbency of the officers of the Company executing each this Agreement and any other documents being executed in connection with the consummation of the Transaction Documents to which transactions contemplated hereby; (viii) a certificate of the Company is a party; Secretary of each Premier Party (other than the Company) (A) certifying that attached thereto are copies of all requisite resolutions or actions approving the execution and delivery 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 of the resolutions adopted in connection with the transactions contemplated hereby and (B) resolutions certifying as to the incumbency of the Board authorizing officers of each Premier Party executing this Agreement and approving all matters any other documents being executed in connection with the consummation of the transactions contemplated hereby; (ix) invoices, in form and substance reasonably satisfactory to Buyer, regarding the payment of all Transaction Documents Expenses (other than those relating to which bonuses or similar payments to employees or the Company is a party and the Transactionspayment of any employment Taxes payable in connection therewith); (x) a cash fee resignations, effective as of the Closing, of each member of the governing body of the Company and of each officer of the Company as requested by ▇▇▇▇▇ at least three (3) Business Days prior to the Closing, executed by such individuals in the amount of $100,000such capacities; (xi) a funds flow statement, in the Company shall have delivered evidence reasonably satisfactory form mutually agreed to by ▇▇▇▇▇ and the Purchaser that the Company has obtained amendments Equityholder (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“WachoviaFunds Flow Statement”), as administrative agent, as amended setting forth the Closing Cash Amount that the Equityholder will be entitled to receive at Closing and the amount of any Taxes that are required to be withheld or deducted therefrom (in accordance with the “Revolving Credit Facility”procedures described in Section 1.7), and if any, executed by the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserEquityholder; (xii) [Intentionally Deleted]; (xiii) a certificate certifying that the conditions specified in Sections 5.1(a) and 5.1(b) have been satisfied, executed by the Premier Parties; (xiv) evidence reasonably satisfactory to Buyer (A) confirming the release of liens, guarantees and other obligations of the Company shall and the Contributed Assets and related security interests in the assets of, and Equity Interests in, the Company, and (B) of confirmation from the lenders party thereto that the transactions contemplated by this Agreement, including the Restructuring, are permitted under the Credit Agreement; (xv) evidence reasonably satisfactory to Buyer that the agreements listed on Section 1.5(a)(xv) of the Disclosure Schedule have delivered been terminated with no future Liability to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment Company or Buyer; (as such term is defined xvi) an escrow agreement in the Series A Holders Consent) form attached hereto as soon as it may practically do soExhibit E (the “Escrow Agreement”), executed by Equityholder and the Escrow Agent; and (xiiixvii) any other documents reasonably requested by a properly executed and completed IRS Form W-9 from the Purchaser or Purchaser CounselEquityholder. (b) At the ClosingBuyer shall deliver, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered delivered, to the Company the following: Equityholder: (i) the Aggregate Purchase Price, Price in U.S. Dollars accordance with Section 1.2(b) and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and Funds Flow Statement; (ii) each Transaction Document the Releases, executed by ▇▇▇▇▇; (including iii) the Series B Preferred Stock Registration Rights Restrictive Covenant Agreement, executed by ▇▇▇▇▇; (iv) the Series A Holders ConsentA&R Channel Partnership Agreements, executed by Communities Program Management, LLC and Buyer, as applicable; (v) the Stockholders’ Agreement Supplement Transition Services Agreement, executed by ▇▇▇▇▇; (vi) the Funds Flow Statement, executed by ▇▇▇▇▇; (vii) the Escrow Agreement, executed by ▇▇▇▇▇; and (viii) a certificate certifying that the conditions specified in Sections 5.2(a) and the Voting Agreement Amendment5.2(b) to which the Purchaser is a signatoryhave been satisfied, duly executed by the PurchaserBuyer.

Closing Deliveries. (a) At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Company shall deliver or cause to be delivered to the Purchaser the followingClosing Date: (i) a certificate representing 10,000 Shares registered Note payable to the order of each Bank, each in the name amount of the Purchasersuch Bank's Commitment, duly executed by Borrower; (ii) the Mortgages and Amendments to Mortgages to be executed on the Closing Date pursuant to Section 6.1(a), duly executed and delivered by each Credit Party (as applicable), and such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in the Borrowing Base Properties comprising the Minimum Collateral Amount; (iii) a Parent Pledge Agreement duly executed and delivered by Parent, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Operating and DG&M of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent; (iv) a Subsidiary Pledge Agreement duly executed and delivered by Operating, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Borrower, Marine and TRF of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and (B) such other agreements and writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent; (v) Facility Guarantees duly executed and delivered by Parent and each Restricted Subsidiary; (vi) such financing statements (including, without limitation, the financing statements referenced in subclause (ii) above) in form and substance acceptable to Administrative Agent and executed by each Credit Party (as applicable) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vii) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Series B Certificate Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of Designations has been filed with the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of State of the State of Delaware each such Credit Party that such copy is true, correct and become effective complete on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate dated of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredDate; (ix) a certificate certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested (or such other evidence satisfactory to Administrative Agent) relating to the Secretary existence of each Credit Party and to the Company, dated as effect that each such Credit Party is in good standing with respect to the payment of the Closing Date, certifying as to: (A) the signatures franchise and titles of the officers of the Company executing each of the Transaction Documents similar Taxes and is duly qualified to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters transact business in connection with the Transaction Documents to which the Company is a party and the Transactionssuch jurisdictions; (x) a cash fee in certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the amount Closing Date, executed by the Secretary or comparable Authorized Officer of $100,000each such Credit Party; (xi) copies of resolutions or comparable authorizations approving the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended Closing Transactions and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)Loan Papers, and authorizing the Amended and Restated Receivables Purchase transactions contemplated by this Agreement and the Receivables Sales Agreement among other Loan Papers, duly adopted by the CompanyBoard of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, Wachovia if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the other parties theretoresolutions adopted with respect to such transactions, each have not been amended, modified, or revoked in any respect, and are in full force and effect as amended (collectively, of the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserClosing Date; (xii) an opinion of Jenkens & Gilchrist, P.C., s▇▇▇▇▇▇ ▇ounsel for the Company shall have delivered Credit Parties dated the Closing Date, favorably opining as to the Purchaser a letter confirming its intention to seek approval enforceability of each of the Series A Amendment (as such term is defined Loan Papers and otherwise in the Series A Holders Consent) as soon as it may practically do so; andform and substance satisfactory to Administrative Agent and Banks; (xiii) any other documents reasonably requested an opinion of Casten & Pearce, sp▇▇▇▇▇ Lo▇▇▇▇▇▇a counsel for Administrative Agent dated the Closing Date, favorably opining as to the enforceability of the Existing Mortgages (as amended by the Purchaser or Purchaser Counsel.Amendments to Mortgages), the Mortgages and the Amendments to Mortgages in Louisiana and otherwise in form and substance satisfactory to Administrative Agent and Banks; (bxiv) At an opinion of Young, Williams, Henderson & Fuselier, ▇.▇., ▇▇ecial Mississippi counsel for Administrative Agent dated the ClosingClosing Date, favorably opining as to the enforceability of the Existing Mortgages (as amended by the Amendments to Mortgages), the Purchaser Mortgages and the Amendments to Mortgages in Mississippi and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xv) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xvi) a Certificate of Ownership Interests signed by an authorized officer thereof shall deliver or cause to be delivered Authorized Officer of Borrower (after giving effect to the Company Closing Transactions) in the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purposeform of Exhibit I attached hereto; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.and

Closing Deliveries. (a) At the Closing, the Company shall deliver or Seller will tender and cause and procure to be delivered to the Purchaser the followingtendered: (i) a certificate signed by an officer of each of the Seller and the Seller's Parent as to the accuracy as of the Closing Date of the representations and warranties of the Seller set forth in Article 3 hereof and the fulfillment at Closing of the covenants of the Seller set forth in Article 5 hereof; (ii) a certificate signed by an officer of the Corporation and the Seller as to the financial condition of the Corporation on the Closing Date (the "Closing Date Financial Certificate"), which certificate shall include Financial Statements together with unaudited, internally-prepared pro forma balance sheet of the Corporation as at the Closing Date and the related pro forma statements of income to the Closing Date, giving effect to the proposed disposition of the CNG Business, describing, in detail, all changes from the December 31, 2000 unaudited financial statements; (iii) resignations in writing of all of the directors and officers of the Corporation, in their capacity as directors and officers of the Corporation and not as Employees, unless otherwise directed by Purchaser; (iv) certified copies of resolutions of the directors of the Corporation authorizing the transfer of the Purchased Shares and the registration of the Purchased Shares in the name of the Purchaser and authorizing the issuance of new share certificates representing 10,000 the Purchased Shares registered in the name of the Purchaser; (iiv) evidence the Books and Records of the Corporation; (vi) every common seal of the Corporation; (vii) share certificates in the name of the Seller representing the Purchased Shares duly endorsed for transfer and duly executed share certificates in the name of the Purchaser representing the Purchased Shares; (viii) a certificate from an officer of each of the Seller and the Seller's Parent that the Series B Certificate of Designations CNG Business has been filed with sold pursuant to the Secretary of State CNG Business Sale Agreement and all filings and remittances have been made by the Corporation; (ix) an opinion reasonably satisfactory to the Purchaser from Messrs. McC▇▇▇▇▇ ▇▇t▇▇▇▇▇, ▇olicitors for the Seller and the Seller's parent, as to the validity of the State incorporation of Delaware the Corporation, as to the good standing of the Corporation, as to the number of issued, the validity of the issue, full payment and become effective non-assessability of the outstanding shares in the capital of the Corporation, as to the validity of the sale and transfer to the Purchaser of the Purchased Shares and as to all other legal matters of a like nature pertaining to the Corporation and to the transactions provided for in this Agreement as the Purchaser may reasonably require; (x) an opinion reasonably satisfactory to the Purchaser from Messrs. McC▇▇▇▇▇ ▇▇t▇▇▇▇▇, ▇olicitors for the Seller and the Seller's parent, as to the enforceability of the Agreement on or prior the Seller and the Seller's Parent; (xi) copies of all Schedules updated and accurate to the Closing Date; (iiixii) executed copies of all agreements required to be delivered by the Series B Preferred Stock Registration Rights Seller pursuant to this Agreement, duly executed by including without limitation, the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest Ancillary Agreements and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselCanadian Customer Agreement. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or tender and cause and procure to be delivered to the Company the following: tendered: (i) subject to any withholding under Section 2.6, the Aggregate Purchase Price, in U.S. Dollars and such payment to be made by wire transfer in immediately available funds, by wire transfer funds to an Seller's account (which account shall be designated in writing by Seller to Purchaser at least two Business Days prior to the Company for such purpose; and Closing Date); (ii) each Transaction Document an opinion reasonably satisfactory to the Seller from Messrs. Ben▇▇▇▇ ▇▇▇▇▇, ▇olicitors for the Purchaser, as to the validity of the incorporation of the Purchaser, as to the good standing of the Purchaser, as to the validity of the sale and transfer to the Purchaser of the Purchased Shares, as to the enforceability of the Agreement on the Purchaser and as to all other legal matters of a like nature pertaining to the Purchaser and to the transactions provided for in this Agreement as the Seller may reasonably require; and (including iii) executed copies of all agreements required to be delivered by the Series B Preferred Stock Registration Rights Purchaser pursuant to this Agreement, the Series A Holders Consentincluding without limitation, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserAncillary Agreements.

Closing Deliveries. (a) At the Closing, the Company Seller shall deliver or cause to be delivered to the Purchaser Buyer the following: (i) a certificate stock powers endorsed in blank necessary to transfer the certificate(s) representing 10,000 the Company Shares registered in the name of the Purchaserto Buyer; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State a copy of the State of Delaware and become effective on or prior to the Closing DateStockholders Agreement duly executed by Seller; (iii) a copy of the Series B Preferred Stock Registration Rights Agreement, Transition Services Agreement duly executed by the CompanySeller and Buyer; (iv) a resignation or removal of each director of each member of the Series A Holders ConsentCompany Group, duly executed who (A) was appointed or designated by PlainfieldSeller to such position and (B) shall not be an employee of a member of the Company Group from and after Closing, Alkest and from their status as directors effective as of the CompanyClosing; (v) a certificate or certificates in compliance with Treasury Regulations Section 1.1445-2 certifying that the Stockholders’ Agreement Supplementtransactions contemplated herein are exempt from withholding under Section 1445 of the Code; provided, duly executed by PSSMF that Buyer’s sole right if Seller fails to provide such certificate shall be to make an appropriate withholding under Sections 897 and Alkest1445 of the Code; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF certificates referred to in Section 6.3(a) and Alkest(b); (vii) the legal opinion following evidence that (i) the Company Shares are free and clear of Company Counsel, all Liens in favor of the form of Exhibit F-1, executed by such counsel lenders and the legal opinion of in-house counsel agent under the Credit Agreement and (ii) each member of the Company Group has obtained a release of all Liens on any of its assets and a release of all financing statements filed against such member of the Company Group as a debtor under the Uniform Commercial Code of any jurisdiction (other than any such financing statements filed in respect of Permitted Liens), in each case, in favor of the lenders and the agent under the Credit Agreement: (A) UCC termination statements in appropriate form for filing in each relevant jurisdiction as to all UCC financing statements naming any member of the Company Group as debtor and Bank of America, N.A., as administrative agent; (B) UCC financing statement amendments in appropriate form for filing in each relevant jurisdiction evidencing the release of any Liens on the Company Shares in favor of Bank of America, N.A. as administrative agent; (C) evidence of the termination of any deposit account control agreement in favor of Bank of America, N.A. as administrative agent relating to any deposit account of any member of the Company Group; (D) trademark and copyright releases in appropriate form for filing in the form United States Patent and Trademark Office and the copyright office of Exhibit F-2the United States Library of Congress terminating any Liens in favor of Bank of America, executed N.A. as administrative agent over registered trademarks and copyrights of members of the Company Group; (E) an acknowledgement delivered by such counsel;Bank of America, N.A. as administrative agent that no member of the Company Group will be a guarantor under the Guaranty (as defined in the Credit Agreement) from and after the Closing Date; and (viii) a certificate dated as of all other documents required to be delivered by Seller to Buyer at the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents pursuant to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselthis Agreement. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company Seller the following: : (i) the Aggregate Purchase Price, Preliminary Cash Consideration payable to Seller in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and accordance with Section 2.2(i); (ii) each Transaction Document evidence, satisfactory to Seller, of the filing of the Buyer Parent Certificate of Incorporation with the Secretary of State of Delaware and acceptance thereof by the Secretary of State of Delaware; (including iii) certificate(s) issued in the Series B Preferred name of Seller, evidencing the Buyer Parent Common Stock Registration Rights Agreement, Consideration delivered to Seller in accordance with Section 2.2(ii); (iv) a copy of the Series A Holders Consent, the Stockholders’ Stockholders Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by Buyer; (v) the Purchasercertificates referred to in Section 6.2(a) and (b); (vi) the Tax Sharing Agreement duly executed by Buyer Parent and ARG Investment; and (vii) all other documents required to be delivered by Buyer to Seller at the Closing pursuant to this Agreement.

Closing Deliveries. (a) At the Closing, the Company AdStar shall deliver or cause to be have delivered to the Purchaser Investor all of the following: (ia) a certificate representing 10,000 Shares registered in the name copy of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with Designation certified as of a recent date by the Secretary of State of the State of Delaware Delaware; (b) Certificate of good standing of AdStar issued as of a recent date by the Secretaries of State of the States of Delaware, New York, New Jersey and become effective on California; (c) Certificate of the Chief Executive Officer or prior to the President of AdStar, dated the Closing Date, to the effect that the conditions specified in Sections 3.1 through 3.4 have been satisfied fully; (d) one or more certificates, duly executed by AdStar and registered in AdStar's stock ledger in the Investor's or its nominee's name, evidencing the number of Series A Preferred Shares to be purchased by the Investor; (e) Certificate of the Secretary or an Assistant Secretary of AdStar, dated the Closing Date, in form and substance reasonably satisfactory to the Investor, as to (i) no amendments to the Certificate of Incorporation; (ii) the By-laws; (iii) the resolutions duly adopted by the Board of Directors authorizing and approving (including for purposes of ss. 203 of the Delaware General Corporation Law), as appropriate, the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, including the issuance, sale and delivery of the Series B A Preferred Stock Shares and the reservation for issuance of the Conversion Common Shares; and (iv) the incumbency and signatures of the officers of AdStar authorized to execute and deliver this Agreement and any of the Transaction Documents to which AdStar is a party; (f) Legal opinion of Morse, Zelnick, Rose & Lander LLP, counsel for AdStar, dated the Closing Date, addressed to the Investor and in the form attached hereto as Exhibit F; (g) Registration Rights Agreement, duly executed by the CompanyAdStar; (ivh) the Series A Holders ConsentDeployment Agreement, duly executed AdStar; (i) Governance Agreement, duly executed by Plainfield, Alkest AdStar and the CompanyFounders; (vj) the Stockholders’ Agreement SupplementCareerBuilder Services Agreement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soAdStar; and (xiiik) any such other documents reasonably requested by the Purchaser documents, instruments, approvals or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered opinions relating to the Company transactions contemplated by this Agreement as the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserInvestor or its special counsel may reasonably request.

Closing Deliveries. (ai) At or before the Closing, the Company shall will deliver (or cause to be delivered delivered) to the Purchaser the followingParent: (iA) a certificate representing 10,000 Shares registered in the name of the Purchaser;The Non-Competition Agreements. (iiB) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights AgreementA certificate, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying (i) the Certificate of Incorporation in effect as to: of immediately prior to the Closing, (ii) the Bylaws in effect as of immediately prior to the Closing, (iii) the resolutions of the board of directors of the Company unanimously (A) determining that this Agreement and the signatures and titles of Transactions are in the officers best interests of the Company executing each of the Transaction Documents to which and the Company is a party; and Stockholders, (B) resolutions approving and declaring advisable the execution, delivery and performance of this Agreement and the consummation of the Board authorizing Transactions, and approving all matters in connection with (C) directing that the Transaction Documents adoption of this Agreement be submitted to which the Company is a party Stockholders for consideration and recommending that the Company Stockholders adopt this Agreement and approve the Transactions; , and (x) a cash fee in the amount of $100,000; (xiiv) the Company shall have delivered evidence Stockholder Approval. (C) Duly executed copies of all third-party consents, assignments, authorizations, waivers, amendments, terminations, notices and other documents set forth in Schedule 2.2(b)(i)(C). (D) Evidence reasonably satisfactory to the Purchaser Parent that the Company has obtained amendments (collectivelyStockholders Agreement, the “Facilities Amendments”) to certain provisions of the Amended dated April 29, 2021, by and Restated Credit Agreement among the Company and its U.S. subsidiariesthe Company Stockholders party thereto has, contingent upon and effective immediately prior to the lenders named therein First Effective Time, been terminated. (E) A duly executed copy of the letter agreement, in the form attached hereto as Exhibit C, by and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the CompanyYoga International LLC, Wachovia Parent and Himalayan International Institute of Yoga Science and Philosophy of the other parties thereto, USA. (F) A certificate of good standing (or its equivalent) (x) for each as amended member of the Company Group from its state of organization and (collectively, y) from each state or jurisdiction in which the “Receivables Credit Facility”)Company Group is qualified to do business, in each case on terms reasonably satisfactory certifying as of a date no more than three (3) Business Days prior to the Purchaser; (xii) Closing Date that such member of the Company shall Group is in good standing and all applicable Taxes and fees of such member through such certification date have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselbeen paid. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At The obligation of Lender to purchase the ClosingSenior Subordinated Note on the date hereof is subject to, among other things, the Company shall deliver Loan Parties delivering or cause causing to be delivered to the Purchaser the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective Lender on or prior to the Closing Datedate hereof each of the following (the form and substance of which is satisfactory to Lender and its counsel): (a) this Agreement, duly executed by the Loan Parties; (iiib) the Series B Preferred Stock Senior Subordinated Note, duly executed by the Loan Parties; (c) the Warrant, duly executed by the Company; (d) the Registration Rights Agreement, duly executed by the Company; (ive) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement AmendmentIntercreditor Agreement, duly executed by the Company, PSSMF Loan Parties and AlkestAgent; (viif) the legal written opinion of Company CounselVarnum, in Riddering, Schm▇▇▇ & ▇owl▇▇▇ ▇▇▇, counsel to the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyLoan Parties, dated as of the Closing Datedate hereof, in the form attached hereto as Exhibit E; (g) the Junior Subordination Agreements, the first having been duly executed by the Company and Drake Products and the second having been duly executed by the Company and Drake Properties, LLC; (h) evidence reasonably satisfactory to Lender of the cancellation of each of the Drake Guarantees; (i) certified copies of all documents evidencing corporate action taken by each Loan Party with respect to the Senior Subordinated Loan Documents including but not limited to resolutions of the Board of Directors of each Loan Party authorizing the execution, delivery and performance by such Loan Party of this Agreement, the Senior Subordinated Note and other Senior Subordinated Loan Documents; (j) a certificate of each Loan Party, signed by its chief executive officer or president, to the effect that: (i) all of the representations and warranties of such party contained in this Agreement are true and correct as of the date hereof; (ii) such party has complied with and performed all of the terms, covenants and agreements contained in the Senior Subordinated Loan Documents which are to be complied with or performed by such party on or before the date hereof; and (iii) no Event of Default or Potential Event of Default has occurred and is continuing; (k) a certificate of each Loan Party, signed by its secretary or assistant secretary, certifying as to: (A) the signatures and titles names of the officers of such party authorized to sign the Company executing Senior Subordinated Loan Documents to be signed by such party, together with specimens of the true signatures of such officers; (l) a financial condition certificate of the Company, signed by its chief executive officer or senior financial officer, demonstrating that, after giving effect to the Senior Subordinated Loan Transactions, (i) each of the Transaction Documents to which the Company is a party; Loan Parties are Solvent and (Bii) resolutions of at least $13,400,000 is available for borrowing under the Board authorizing and approving all matters in connection Loan Parties' revolving credit facility with the Transaction Documents to which the Company is a party and the TransactionsSenior Lenders; (xm) a cash fee copy of the articles or certificate of incorporation of each Loan Party and each Subsidiary, as amended, certified by the Secretary of State of the applicable jurisdiction, and a copy of each such party's By-Laws, certified by such party's secretary to be true and correct and in the amount of $100,000full force and effect; (xin) a good standing certificate with respect to each Loan Party from the Company shall have Secretary of State of its state of incorporation, and from the Secretary of State of each other jurisdiction where such party is qualified to do business; (o) a copy of the Senior Loan Agreement and all other documents delivered to Senior Lenders on the date hereof, certified by the Company's secretary to be true and correct and in full force and effect as of the date hereof; (p) a Consolidated balance sheet of the Loan Parties reflecting the pro forma financial position of the Loan Parties as of June 30, 2000 and after giving effect to the consummation of the Senior Subordinated Loan Transactions (the "Pro Forma Balance Sheet"); (q) evidence reasonably satisfactory to the Purchaser that Lender of action taken by the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaserfile a NASDAQ supplemental listing; (xiir) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval payment of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soInvestment Fee to Lender or its designees pursuant to Section 2.7 hereof; and (xiiis) any such other documents documents, agreements, certificates, instruments and conditions as Lender may reasonably requested by the Purchaser or Purchaser Counselrequest. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At or prior to the Closing, the Company Sellers shall deliver or cause to be delivered to the Purchaser the followingBuyer: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserPurchased Assets; (ii) evidence that the Series B Certificate of Designations has been filed 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 (except for Consents under Third Party Agreements) and Orders required in connection with the Secretary execution and delivery of State this Agreement or the consummation of the State transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by such Seller; (iv) evidence of Delaware 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 become effective delivered to the Sellers on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Companydate hereof; (v) the Stockholders’ Agreement Supplement, duly restrictive covenant and work made for hire agreements executed by PSSMF each Transferred Employee in form and Alkestsubstance reasonably satisfactory to the Buyer; (vi) an opinion of counsel to the Voting Agreement AmendmentSellers, duly executed by dated the CompanyClosing Date, PSSMF and Alkestsubstantially in the form of Exhibit A; (vii) a certificate dated the legal opinion Closing Date executed by the President or other authorized officer of Company Counsel, each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselB; (viii) a certificate dated as of the Closing Date and signed executed by the Chief Executive Officer Secretary of each Seller certifying as to the Company certifying that no Bankruptcy Event (as such term is defined director, stockholder and other resolutions authorizing the Transaction Documents substantially in the Series B Certificate form of Designations) has occurredExhibit C; (ix) a certificate of the Secretary of the Company, good standing certificates for each Seller dated as of within ten (10) days prior to the Closing Date, certifying as to: (A) the signatures and titles Date from its jurisdiction of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsorganization; (x) a cash fee in evidence of the amount release of $100,000all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Company shall have delivered evidence reasonably satisfactory Sellers pursuant to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser;Section 6.3; and (xii) such other agreements, certificates, instruments and documents as the Company shall have delivered Buyer may reasonably request in order to fully consummate the Purchaser a letter confirming its intention to seek approval transactions contemplated by and carry out the purposes and intent of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselthis Agreement. (b) At or prior to the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to the Company the following: Sellers: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Closing Payment by wire transfer to an account designated in writing by the Company for such purpose; and Sellers’ Account; (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) all Ancillary Agreements to which the Purchaser Buyer is a signatoryparty, dated the Closing Date and duly executed by the PurchaserBuyer; (i) a certificate dated the Closing Date executed by the President or other authorized officer of the Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iii) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (iv) such other agreements, certificates, instruments and documents as the Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement.

Closing Deliveries. (a) At the Closing, the Company shall Seller will deliver or cause to be delivered to Buyer the Purchaser the followingfollowing items: (i) a certificate representing 10,000 Shares registered in the name of the PurchaserDrilling Services Agreement, executed by Seller; (ii) evidence that pay-off letters, cancelled promissory notes and lien releases, as applicable, regarding the Series B Certificate of Designations has been filed with the Secretary of State Indebtedness of the State of Delaware Company (collectively, "Payoff Letters"), each in form and become effective on or prior substance reasonably satisfactory to the Closing DateBuyer; (iii) the Series B Preferred Stock Registration Rights share certificates representing the Shares and the WWE Shares, duly endorsed for transfer or accompanied by ▇▇▇▇ executed transfer powers; (iv) an instrument signed by Seller and Juniper Resources, LLC, a private company controlled by ▇▇▇ ▇▇▇▇▇, consenting to the Contemplated Transaction, waiving compliance with the provisions of the Credit Agreement, duly dated October 31, 2008, restricting the sale of the Company by Seller, and terminating the Security Agreement and Collateral Assignment and Pledge of Stock and Security Agreement, each dated October 31, 2008, pursuant to which Seller pledged the Shares as collateral for a loan from ▇▇▇ ▇▇▇▇▇ to Seller. (v) resignations executed by all existing directors and officers of the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company verifying that all Indebtedness of the Company to Seller and its Affiliates and any officer, manager or director of the Company has been satisfied and released in full; (vii) certified copies of the Organizational Documents of the Company and of any of the Company’s subsidiaries; (viii) the stock transfer records and original minute book for the Company and any of the Company’s subsidiaries; (ix) general releases from Seller and any other officers or directors of the Company to and in favor of ▇▇▇▇▇ and the Company in such forms as may reasonably be requested by ▇▇▇▇▇; (x) a certificate, pursuant to and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a foreign person within the meaning of Sections 1445 and 897 of the Code (each such certificate, a "FIRPTA Certificate"). Notwithstanding anything to the contrary in this Agreement, if ▇▇▇▇▇ does not obtain a FIRPTA Certificate from Seller, Buyer shall be entitled to proceed with the Closing and withhold from the Closing Payment otherwise payable to Seller the appropriate amounts required to be withheld pursuant to Section 1445 of the Code; (xi) a good standing certificate for the Company, issued as of a date which is no more than seven (7) Business Days before the Closing Date, by the Secretary of State for the Company's jurisdiction of formation and other states where the Company is qualified to do business; (xii) an opinion of counsel in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, certifying as to: (A) covering the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters set forth in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soExhibit "C" hereto; and (xiii) any such other certificates, documents and/or instruments as Buyer may reasonably requested by the Purchaser or Purchaser Counselrequest. (b) At the Closing, the Purchaser or an authorized officer thereof shall Buyer will deliver or cause to be delivered to Seller or other designated person the Company the following: following items: (i) the Aggregate Purchase PricePromissory Note, in U.S. Dollars and in immediately available fundsexecuted by ▇▇▇▇▇; (ii) the Drilling Services Agreement, executed by the Company; (iii) to the payees thereof, cash by wire transfer of immediately available funds to accounts designated in the Payoff Letters with respect thereto, in an amount sufficient to repay, as necessary, the Indebtedness to be Assumed; (iv) to Seller, cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to satisfy the Closing Payment; (v) a good standing certificate for Buyer, issued as of a date which is no more than seven (7) Business Days before the Closing Date, by the Company Secretary of State for Buyer’s jurisdiction of formation; and (vi) such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreementother certificates, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaserdocuments and/or instruments as Seller may reasonably request.

Closing Deliveries. (a) At the Closing, the Company shall Warrantors will deliver or cause to be delivered to the Purchaser the followingInvestor: (i) a certificate certificates representing 10,000 the Shares registered in the name against payment of the PurchaserPurchase Price in accordance with Section 2.5(b)(i); (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Companycertificate, dated as of the Closing Date, certifying executed by each Warrantor confirming the satisfaction of the conditions specified in Section 6.1; (iii) a certificate signed by the chairman of the board of directors or chief executive officer of each Investee Company dated as toof the Closing Date and attaching, as the case may be: (A) the signatures Company's charter and titles all amendments thereto, certified by the Secretary of State of the officers jurisdiction of the Company's organization not more than five business days prior to the Closing Date, (B) the Company's bylaws and all amendments thereto; (C) a certificate of good standing of the Company executing certified by the Secretary of State of the jurisdiction of the Company's organization and issued not more than five business days prior to the Closing Date; (C) for each of Likang Disinfectant and Likang Biological, the Transaction Documents to which Articles of Association, Official Reply, Certificate of Approval and amended Business License confirming that it is 100% owned by the Company is a partyCompany; and (BD) all resolutions of the Board board of directors or other authorizing and approving all matters in connection with the Transaction Documents to which body (or a duly authorized committee thereof) of the Company is a party and of the Parent relating to this Agreement and the Transactionstransactions contemplated by this Agreement; (xiv) a cash fee receipt for the Purchase Price in form reasonably satisfactory to the amount of $100,000;Investor; and (xiv) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions Investor of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, adoption by each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined Subsidiaries of articles of association in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested form approved by the Purchaser or Purchaser CounselInvestor in writing. (b) At the Closing, the Purchaser or an authorized officer thereof shall Investor will deliver or cause to be delivered to the Company the following: Company: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Price by wire transfer of immediately available funds to an account designated specified in writing by the Company. The Company for hereby irrevocably instructs and authorizes the Investor to pay such purpose; portion of the Purchase Price as is equal to the principal and accrued interest outstanding under the Promissory Notes on the Closing Date to the Investor in prepayment of such principal and accrued interest. Upon such prepayment being effected, the Investor shall deliver to the Company a letter from the Investor acknowledging the amount of debt so prepaid. (ii) each Transaction Document (including a certificate, dated as of the Series B Preferred Stock Registration Rights AgreementClosing Date, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserInvestor confirming the satisfaction of the conditions specified in Section 6.2.

Closing Deliveries. (ai) At On Closing the ClosingSellers shall deliver to Buyer the items and documents specified below: (1) The common seal, if any, of the Company and the updated statutory books of the Company up to the date of Closing and each certificate of incorporation and certificate of incorporation on change of name for the Company and a copy thereof in respect of its Affiliate. The common seal, if any, and the updated statutory books of the Affiliate of the Company shall deliver or cause to be delivered at the registered offices of each such company. (2) Share certificates for all shares in the capital of the Affiliate of the Company issued to the Purchaser Company and duly executed share transfers and declarations of trust by the following: (i) a certificate representing 10,000 Shares registered owner in respect of all those shares that are beneficially owned by but not registered in the name of the Purchaser;Company. (ii3) evidence that the Series B Certificate of Designations has been filed with the Secretary of State An extract from a meeting of the State board of Delaware directors of any Seller which is a company authorising the entering into, execution and become effective on or prior delivery of this Agreement, the Deed of Warranty, the Disclosure Letter and all other agreements and documents contemplated by this Agreement and the Deed of Warranty. (4) A copy of a letter to the Company from its auditors resigning their office with effect from Closing Date;and containing the statement referred to in section 394 of the Companies Act 1985, the original of the letter havi▇▇ ▇▇▇▇ deposited at the registered office of the Company. Similar resignation letters from the auditors of the Company's Affiliate as may be required by the Buyer. (iii5) the Series B Preferred Stock Registration Rights Agreement, duly A letter executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, as a deed in the form of Exhibit F-1, executed by such counsel I from each director and the legal opinion secretary of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiariesAffiliate, with the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”)exception of David Noble, in each case on terms reasonably satisfactory resigning his or her ▇▇▇▇▇ctive office (with effect from the end of the meetings held pursuant to the Purchaser;paragraph (ii) below). (xii6) The Account and the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment Management Accounts (as such term is defined in the Series A Holders ConsentDeed of Warranty). (7) as soon as it may practically do soClear searches in: (a) the Register of Sasines against the Landlord of the Scottish Property; and (xiiib) any other documents reasonably requested by the Purchaser or Purchaser CounselRegister of inhibitions and adjudications against the Landlord and the Company. (ii) On Closing the Sellers shall cause: (1) A board meeting of the Company at which: (a) transfers of the Spider Ordinary Shares shall be approved for registration (subject only to their being duly stamped); (b) At the Closing, the Purchaser or an authorized officer thereof Richard J. Thompson and ▇▇▇▇▇▇ ▇'▇▇▇nell shall deliver or cause to be delivered to ▇▇▇▇▇▇▇ed directors and secretary of the Company to take effect at the following: close of the meeting; and (ic) all existing mandates shall be revoked and replaced with such bank mandates as Buyer may require. (2) A board meeting of the Aggregate Purchase Price, in U.S. Dollars Company's Affiliate at which: (a) Richard J. Thompson and in immediately available funds, by wire transfer ▇▇▇▇▇▇ ▇'▇▇▇nell shall be ▇▇▇▇▇▇▇ed directors and secretary of the Affiliate to an account designated in writing by take effect at the Company for close of the meeting; and (b) all existing bank mandates shall be revoked and replaced with such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaserbank mandates as Buyer may require.

Closing Deliveries. (a) At Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, the Company SPAC shall deliver or cause to be delivered to the Purchaser the followingCompanies: (i) a certificate representing 10,000 Shares registered in counterpart to the name of the PurchaserUmbrella A&R LLCA, duly executed by SPAC; (ii) evidence that the Series B SPAC Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateCorporate Domestication, duly executed by SPAC; (iii) the Series B Preferred Stock SPAC Certificate of Incorporation, duly executed by SPAC; (iv) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by SPAC and certain SPAC Shareholders (including Sponsor); (v) a counterpart to the Tax Receivable Agreement, duly executed by SPAC; (vi) a counterpart to the Alvarium Contribution Agreement, duly executed by SPAC and Umbrella; (vii) the SPAC Certificate. (b) Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, Alvarium shall deliver to SPAC: (i) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by certain Alvarium Shareholders; (ii) the Alvarium Certificate; (iii) counterparts to the applicable Employment Agreements, duly executed by the Alvarium Specified Employees; (iv) a completed and duly executed IRS Form W-9 or W-8 series form, as applicable, from each Alvarium Shareholder; provided, that, in the event of any failure to deliver such an IRS Form W-9 or W-8 series form, as applicable, the sole recourse of SPAC shall be to withhold Taxes on the payment of the Aggregate Transaction Consideration under this Agreement to the applicable Alvarium Shareholder (which may include withholding determined by reference to the amount realized under the Code and applicable withholding rates) to the extent required by Law; (v) a certificate, duly executed under penalties of perjury by the managing member of Alvarium Topco, in accordance with U.S. Treasury Regulations Section 1.1445-11T(d)(2)(i) certifying that fifty percent (50%) or more of the value of the gross assets of Alvarium Topco and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 897 and 1445, or that ninety percent (90%) or more of the value of the gross assets of Alvarium Topco and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 1445 and 897 plus cash or cash equivalents under Treasury Regulations Section 1.1445-11T(d), in form and substance reasonably acceptable to SPAC; and (vi) a certificate on behalf of Alvarium Topco described under Treasury Regulations Section 1.1446(f)-2(b), in each case, in form and substance reasonably acceptable to the Investor, in form and substance reasonably acceptable to SPAC. (c) Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, TWMH shall deliver to SPAC: (i) a counterpart to the Umbrella A&R LLCA, duly executed by the TWMH Members; (ii) a counterpart to the Registration Rights and Lock-Up Agreement, duly executed by certain TWMH Members; (iii) a counterpart to the Tax Receivable Agreement, duly executed by the CompanyTWMH Members; (iv) a counterpart to the Series A Holders ConsentDistribution Agreement, duly executed by Plainfield, Alkest and the CompanyUmbrella; (v) counterparts to the Stockholders’ Agreement Supplementapplicable Employment Agreements, duly executed by PSSMF and Alkestthe TWMH Specified Employees; (vi) the Voting TWMH Certificate; (vii) a completed and duly executed IRS Form W-9 from each TWMH Member; provided, that, in the event of any failure to deliver such an IRS Form W-9, the sole recourse of SPAC shall be to withhold Taxes on the payment of the Aggregate Transaction Consideration under this Agreement Amendmentto the applicable TWMH Member (which may include withholding determined by reference to the amount realized under the Code and applicable withholding rates) to the extent required by Law; and (viii) a certificate, duly executed under penalties of perjury by the managing member of Umbrella, in accordance with U.S. Treasury Regulations Section 1.1445-11T(d)(2)(i) certifying that fifty percent (50%) or more of the value of the gross assets of Umbrella and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 897 and 1445, or that ninety percent (90%) or more of the value of the gross assets of Umbrella and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 1445 and 897 plus cash or cash equivalents under Treasury Regulations Section 1.1445-11T(d), in form and substance reasonably acceptable to SPAC. (d) Upon the terms and subject to the conditions set forth in this Agreement, at or prior to the Closing, the TIG Entities shall deliver to SPAC: (i) a counterpart to the Umbrella A&R LLCA, duly executed by the CompanyTIG GP Members and the TIG MGMT Members; (ii) a counterpart to the Registration Rights and Lock-Up Agreement, PSSMF duly executed by certain TIG GP Members and Alkestcertain TIG MGMT Members; (iii) a counterpart to the Tax Receivable Agreement, duly executed by the TIG GP Members and the TIG MGMT Members; (iv) a counterpart to the Distribution Agreement, duly executed by TIG MGMT, TIG GP and Umbrella; (v) counterparts to the applicable Employment Agreements, duly executed by the TIG Entities Specified Employees; (vi) the TIG GP Certificate and the TIG MGMT Certificate; (vii) the legal opinion of Company Counsela completed and duly executed IRS Form W-9 from each TIG GP Members and TIG MGMT Members; provided, that, in the form event of Exhibit F-1any failure to deliver such an IRS Form W-9, executed by such counsel and the legal opinion sole recourse of in-house counsel SPAC shall be to withhold Taxes on the payment of the Company in Aggregate Transaction Consideration under this Agreement to the form of Exhibit F-2, executed applicable TIG GP Member or TIG MGMT Member (which may include withholding determined by such counsel;reference to the amount realized under the Code and applicable withholding rates) to the extent required by Law; and (viii) a certificate dated as certificate, duly executed under penalties of perjury by the managing member of Umbrella, in accordance with U.S. Treasury Regulations Section 1.1445-11T(d)(2)(i) certifying that fifty percent (50%) or more of the Closing Date and signed by the Chief Executive Officer value of the Company certifying gross assets of Umbrella and its Subsidiaries does not consist of United States real property interests within the meaning of Code Sections 897 and 1445, or that no Bankruptcy Event ninety percent (as such term is defined in the Series B Certificate of Designations90%) has occurred; (ix) a certificate or more of the Secretary value of the Company, dated as gross assets of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company Umbrella and its U.S. subsidiaries, Subsidiaries does not consist of United States real property interests within the lenders named therein meaning of Code Sections 1445 and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”897 plus cash or cash equivalents under Treasury Regulations Section 1.1445-11T(d), in each case on terms form and substance reasonably satisfactory acceptable to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselSPAC. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. 7.1 Seller will deliver to Asset Company at Closing: (a) At a certificate signed by Seller in which Seller represents and warrants to Asset Company that each of Seller's representations and warranties in this Purchase Agreement was accurate in all respects as of the Closingdate of this Purchase Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Schedules that were delivered by Seller to Asset Company prior to the Closing Date in accordance with Section 10.3); (b) possession of the Purchased Assets free and clear of all Encumbrances, including any documents and instruments of transfer necessary to transfer ownership of the IO Certificates, the Series 1998-H1 Class X Certificate, and Prepayment Penalty Trust Certificates and Prepayment Penalty Rights to Asset Company, in each case in accordance with the applicable Pooling and Servicing Agreement; (c) a fully executed copy of the Additional Covenants Agreement; and (d) a fully executed copy of the Stock Subscription and Purchase Agreement. 7.2 Asset Company shall will deliver or cause to be delivered to the Purchaser the followingSeller at Closing: (ia) The Purchase Price paid on behalf of the Company sent by wire transfer to Goldman, Sachs & Co. at Accoun▇ ▇▇▇▇▇r A▇▇#: 021000089 at Citibank, ▇▇▇▇▇▇▇▇e account 87709012600; directed to account 9253549 in partial pay▇▇▇▇ ▇▇ the amount owing under the DIP Financing Agreement; (b) the Asset Cash Flow Instrument; (c) a certificate representing 10,000 Shares registered signed by Asset Company in the name which Asset Company represents and warrants to Seller that each of Asset Company's representations and warranties in this Purchase Agreement was accurate in all respects as of the Purchaser; (ii) evidence that the Series B Certificate date of Designations has been filed with the Secretary of State this Purchase Agreement and is accurate in all respects as of the State of Delaware and become effective Closing Date as if made on or prior to the Closing Date; (iiid) the Series B Preferred Stock Registration Rights Agreement, duly a fully executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel copy of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date Stock Subscription and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soAgreement; and (xiiie) any other documents reasonably requested by a fully executed copy of the Purchaser or Purchaser CounselAdditional Covenants Agreement. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance, and, as applicable, executed in such counterparts, as shall be acceptable to Administrative Agent and each Bank: (a) At the Closing, the Company shall deliver or cause to be delivered a Note payable to the Purchaser the following: order of each Bank (i) a certificate representing 10,000 Shares registered as applicable), each in the name amount of such Bank's Commitment after giving effect to the PurchaserAssignment and Acceptance Agreements referenced in the recitals hereto; (iib) evidence that the Series B Certificate of Designations has been filed with the Secretary of State a fully executed copy of the State of Delaware Manti Acquisition Agreement and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreementall other material documents, duly instruments and agreements executed and/or delivered by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters any Credit Party in connection with the Transaction Documents to which the Company is a party Manti Acquisition Agreement and the Transactionsclosing of the Manti Acquisition, together with a certificate from an Authorized Officer of Borrower certifying that (1) such copies are accurate and complete and represent the complete understanding and agreement of the parties thereto, (2) no material right or obligation of any party thereto has been modified, amended or waived, and (3) subject only to the establishment of the Borrowing Base described in Section 2 hereof and the disbursement and application of proceeds in connection therewith, the Manti Acquisition will be consummated on the terms set forth in the Manti Acquisition Agreement; (xc) a cash fee all environmental reports that Borrower has obtained in connection with the amount of $100,000Manti Acquisition; (xid) the Company shall have Mortgages duly executed and delivered evidence reasonably by Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent, pursuant to which Borrower shall grant to Administrative Agent a first and prior Lien, subject only to Permitted Encumbrances, in and to the Purchaser that Manti Assets constituting Borrowing Base Properties; (e) prior to the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions consummation of the Amended and Restated Debt Issuance, fully executed copies of the Permitted Senior Unsecured Debt Documents (as defined in the Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agentAgreement, as amended by this First Amendment) and other material documents, instruments and agreements evidencing the terms and conditions of the Permitted Senior Unsecured Debt, together with a certificate from an Authorized Officer of certifying that (1) such copies are accurate and complete and represent the “Revolving Credit Facility”), complete understanding and agreement of the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as and (2) no material right or obligation of any party thereto has been modified, amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soor waived; and (xiiif) any such other documents documents, instruments and agreements as Administrative Agent may reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, require in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement connection with this First Amendment and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchasertransactions contemplated hereby.

Closing Deliveries. (a) At the Closing, the Company Seller shall deliver or cause to be delivered to the Purchaser Buyer the following:; (i) a certificate representing 10,000 Shares registered copy of (A) the Company Plan of Conversion duly and validly adopted by the Seller and being in full effect prior to the name Closing Date, (B) the Company Statement of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been Conversion as filed with the Secretary of State of the State of Delaware Illinois, (C) the T do B Plan of Conversion duly and become effective on or validly adopted by the Company and being in full effect prior to the Closing Date, and (D) the T do B Statement of Conversion as filed with the Secretary of State of the State of Illinois; (ii) an assignment or other instrument of transfer, executed by Seller, evidencing the assignment of the Company Interests to the Buyer; (iii) a copy of the resolutions of Seller’s board of directors certified by an appropriate officer of Seller as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by Seller of the transactions contemplated hereby; (iv) duly adopted board resolutions of Seller and the Company, and any related plan amendments, evidencing the transfer of the sponsorship of the following Benefit Plans from Seller to the Company: Tempel Employees Pension Plan, Tempel Retiree Life Insurance Plan and Tempel Holdings, Inc. Welfare Benefits Plan; (v) a certificate of good standing of the Company issued by the Secretary of State (or equivalent Governmental Authority) of the State of Illinois, California, Pennsylvania, and Texas, each dated within ten (10) Business Days of the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by resignations of all officers and directors of the Company, PSSMF and Alkesteffective as of the Closing Date; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel copies of the Company payoff letters in respect of any Estimated Indebtedness to the form of Exhibit F-2lenders (or agent or other representative therefor) named therein (each a “Payoff Letter” and collectively, executed by such counselthe “Payoff Letters”); (viii) a certificate dated as forms of UCC-3 termination statements and other terminations and/or releases necessary to terminate or release all Encumbrances on the Closing Date and signed by the Chief Executive Officer assets of the Company certifying that no Bankruptcy Event (as except for Permitted Encumbrances), but only if the Payoff Letter for such term is defined in Encumbrances do not authorize Buyer to discharge the Series B Certificate same upon payment of Designations) has occurredthe applicable payoff amount or do not commit to file such termination statements and releases upon payment of the applicable payoff amount; (ix) a certificate copy of the Tail Policy and evidence of binding of the Tail Policy (x) evidence of the filing of the Company Statement of Conversion and T do B Statement of Conversion with the Secretary of the Company, dated as State of the Closing Date, certifying as to: (A) the signatures and titles State of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsIllinois; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At or prior to the Closing, the Company Seller Parties shall deliver or cause to be delivered to the Purchaser Buyer the following: (i) a certificate representing 10,000 Shares registered in this Agreement executed by the name of the PurchaserSeller Parties; (ii) evidence an Escrow Agreement by and among Buyer, Company and the Escrow Agent, the form of which is attached hereto as Exhibit A (the “Escrow Agreement”), executed by Company; (iii) a ▇▇▇▇ of sale, assignment and assumption agreement in form and substance acceptable to Buyer (the “Assignment and Assumption Agreement”) and executed by Company, effecting the assignment to and assumption by Buyer of the Assets and the Assumed Liabilities; (iv) a Transition Services Agreement by and among Buyer, Company and Parent in the form attached hereto as Exhibit B (the “Transition Services Agreement”), executed by Company and Parent; (v) pay-off letters from all lienholders holding any Encumbrance on the Assets; (vi) certificates of title to all Motor Vehicles and such other instruments and documents that are necessary to transfer Motor Vehicles in form and substance acceptable to Buyer; (vii) delivery of all UCC-3 termination statements and all other documents and instruments necessary, if any, to release and discharge all Encumbrances on the Series B Certificate Assets; (viii) a certificate of Designations has been filed with good standing issued by the Secretary of State of the State of Delaware Nevada and become effective each other jurisdiction set forth on or Schedule 3.1(a), dated no more than five days prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate from an officer of Company certifying the resolutions of the Secretary board of directors of Company and Parent authorizing the CompanyTransactions, dated as of and the Closing Date, certifying as to: (A) the incumbency and signatures and titles of the officers of the Company executing each of this Agreement and the other Transaction Documents to which the executed by Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsherewith; (x) a cash fee an opinion of counsel from Company’s legal counsel, in form satisfactory to Buyer, concerning the amount good standing of $100,000each Seller Party, the due authorization and proper execution of this Agreement by each Seller Party, and the enforceability of this Agreement against each Seller Party; (xi) a non-foreign person affidavit that complies with the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions requirements of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”Treasury Regulation Section 1.1445-2(b)(2), in each case on terms reasonably satisfactory a form acceptable to the PurchaserBuyer; (xii) a Form W-9 of Company, completed and duly executed by Company; (xiii) written evidence satisfactory to Buyer of all consents required to be obtained from certain third parties in connection with the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soTransactions; and (xiiixiv) any such other documents documents, certificates and instruments reasonably requested by necessary to consummate the Purchaser or Purchaser CounselTransactions. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver or cause to be delivered to Company or, in the Company case of the delivery in Section 1.6(b)(iii) to the Escrow Agent, the following: : (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and Closing Cash Payment; (ii) each Transaction Document the Payoff Amounts; (including iii) the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Escrow Amount; (iv) this Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by Buyer; (v) the PurchaserEscrow Agreement executed by Buyer; (vi) the Assignment and Assumption Agreement executed by Buyer; (vii) the Transition Services Agreement executed by Buyer; (viii) a certificate from an officer of Buyer certifying the resolutions of the managing member of Buyer authorizing the Transactions; and (ix) such other documents, certificates and instruments reasonably necessary to consummate the Transactions.

Closing Deliveries. At the First Closing the following deliveries were made: (a) At The applicable parties entered into the Closing, the Company shall deliver or cause to be delivered to the Purchaser the followingfollowing agreements: (i) a certificate representing 10,000 Shares registered in the name of the Purchaser;Investor Rights Agreement (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date;Shareholders Agreement (iii) the Series B Preferred Stock Registration Rights Assignment and Assumption Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the CompanyLetter Agreement, dated as of the First Closing Date, certifying among SLR, Hines-Sumisei US Core Properties LP and HILP, amending and supplementing the Master Agreement. (v) Reimbursement Agreement, dated as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party First Closing Date, among HILP, Holding Partnership and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselTrust. (b) At The Trust entered into the ClosingSLR Subscription Agreement with SLR; (c) Each of the Trust, MezzCo and the SPE Owners made the deliveries required to be made by it under the Master Agreement, the Purchaser or First Mortgage Loan Agreement and the Mezzanine Loan Agreement; (d) The Trust delivered certificates representing the Shares being issued to each GM Investor, Hines Investor, Holding Partnership and SLR at the First Closing to each such Person; (e) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. delivered an authorized officer thereof shall deliver or cause to be delivered opinion to the Trust (which opinion stated that it may be relied upon by each Person acquiring Shares at the First Closing) to the effect that the Trust is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended; the following: Trust requested that ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. deliver such opinion. (f) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. delivered an opinion to the Trust (which opinion stated that it may be relied upon by GMIMCo on behalf of each GM Investor) to the effect that the Trust is in compliance as of the date of the First Closing with such requirements of ERISA as are necessary to qualify the Trust as a "real estate operating company" within the meaning of the Plan Assets Regulation; the Trust requested that ▇▇▇▇▇ ▇▇▇▇▇ L.L.P. deliver such opinion. (g) HILP delivered a letter to each of Hines 499 Park LLC and Hines ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC confirming HILP's obligations under the letter agreement, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ and Hines US Core Office Properties LP regarding management fees payable to HILP with respect to ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 499 Park Avenue and Manhattan Tower. (h) The Trust and each subsidiary of the Trust entered into an indemnity agreement with the independent manager of such subsidiary. (i) HILP delivered a letter to the Aggregate Purchase Price, Trust regarding the satisfaction or waiver of the conditions set forth in U.S. Dollars and in immediately available funds, by wire transfer the Master Agreement to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including obligation of the Series B Preferred Stock Registration Rights Agreement, purchaser to acquire the Series A Holders Consent, First Closing Properties at the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserFirst Closing.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser Purchasers the following: (i) a certificate representing 10,000 Shares registered the Cash Principal Repayment, the Cash Interest Repayment, the Common Shares, the New Warrants and the Series E Preferred Shares, as set forth in the name of the PurchaserSection 2.1; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event as to the fulfillment of each of the conditions set forth in Sections 5.1(a), (as such term is defined in the Series B Certificate of Designationsb) has occurredand (d); (ixiii) a certificate of the Secretary of the Company, Company dated as of the Closing Date, certifying as toDate certifying: (A1) that attached thereto is a true and complete copy of the Certificate of Incorporation of the Company in effect on the Closing Date; (2) that attached thereto is a true and complete copy of the By-laws of the Company in effect on the Closing Date; (3) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the other Transaction Documents; and (4) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsDocuments; (x) a cash fee in the amount of $100,000; (xiiv) the Company shall have delivered evidence reasonably satisfactory legal opinion pursuant to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”Section 5.1(f), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiiv) any other documents document reasonably requested by the Purchaser or Purchaser CounselPurchasers. (b) At the Closing, the each Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: : (i) the Aggregate Purchase Price, original Notes marked “Repaid in U.S. Dollars Full” and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and “Cancelled”; (ii) the original Additional Investment Rights marked “Cancelled”; (iii) the original Warrants marked “Cancelled”; (iv) a certificate dated as of the Closing Date and signed by the Chief Financial Officer of each Transaction Document Purchaser certifying as to the fulfillment of each of the conditions set forth in Sections 5.2(a) and (including b); (v) a payoff letter authorizing the Series B Preferred Stock Registration Rights Agreement, Company to release all existing security interests the Series A Holders Consent, Purchasers hold in the Stockholders’ Agreement Supplement assets of the Company and the Voting Agreement Amendment) to its subsidiaries in all jurisdictions in which the Purchaser Purchasers perfected and protected the liens and security interests created under the Security Agreements; (vi) each of the physical stock certificates of the Subsidiaries of the Company in the possession of the Purchasers (or if any such certificates is not available, a signatoryloss affidavit), duly along with an undated stock power for each of such certificate, executed in blank; and (vii) any other document reasonably requested by the PurchaserCompany.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser Investor the following:following (the “Company Deliverables”): (i) a stock certificate representing 10,000 evidencing a number of Shares equal to the Investor’s Investment Amount divided by the Per Share Purchase Price, registered in the name of the PurchaserInvestor and a current shareholder list for all classes of stock outstanding; (ii) evidence an officer’s certificate to the effect that the Series B Certificate of Designations has been filed with the Secretary of State (A) each of the State conditions specified in this Section 2.2(a) and in Section 5.1 hereof is satisfied in all respects, and (B) as of Delaware and become effective on or prior to the Closing DateClosing, the Company has no Liabilities; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of Company attaching and certifying as to the Companyaccuracy of (A) its current Certificate of Incorporation and Bylaws, dated both as of amended to the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions adopted by the Board of Directors of the Board Company authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase this Agreement and the Receivables Sales Agreement among transactions contemplated hereby, and (C) a Good Standing Certificate from the Company, Wachovia Secretary of State for the State of Delaware; and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval Investor the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (iv) the resignation and release of the Series A Amendment sole officer and director of the Company, such resignation to be automatically effective on the tenth day following the mailing of an information statement on Schedule 14f-1 to the Company’s stockholders announcing a change of control. (as such term is defined in v) the Series A Holders ConsentTransaction Documents; (vi) as soon as it may practically do socorrect and complete copies of all federal and state income returns, from fiscal year 2007 through fiscal year 2012; and (xiiivii) any other documents pay-off letters and releases relating to all of the Company’s outstanding indebtedness and liabilities as it will have reasonably requested by and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser or Purchaser Counsel.Investor; and (viii) Bank account information and specimen signatures for the corporate accounts of the Company; and (b) At the Closing, the Purchaser or an authorized officer thereof Investor shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Priceits Investment Amount, in U.S. Dollars United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser Purchasers the following: (i) a certificate representing 10,000 Shares registered in this Agreement, duly executed by the name of the PurchaserCompany; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior duly executed Irrevocable Transfer Agent Instructions acceptable to the Closing DateLead Investor acknowledged in writing by the Transfer Agent; (iii) the Series B Preferred Stock Registration Investor Rights Agreement, duly executed by the Company; (iv) 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 Series A Holders ConsentShares subscribed for by each Purchaser listed on Annex A, duly executed by Plainfieldregistered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D-2 hereto (the “Stock Certificates”), Alkest and with the Companyoriginal Stock Certificates delivered within five (5) Business Days of the Closing; (v) the Stockholders’ Agreement Supplementa Net Income Warrant, duly executed by PSSMF the Company and Alkestregistered in the name of each such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Net Income Warrant Shares as determined herein; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company CounselPRC Counsel – Beijing DeHeng Law Office, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed in the form attached hereto as Exhibit E-1, which legal opinion shall include without limitation an opinion that based on the documents and the factual statements listed provided by Zhonghe Group in the Chief Executive Officer legal opinion, the Company PRC Counsel cannot find evidence that Kun Run HK had any affiliated relationships with the Company when Kun Run HK acquired accumulative 99.12% equity interests in the Company in 2008, and thus the approval by MOFCOM on the basis of an acquisition between affiliates is not required under the PRC Interim Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors in effect from September 8, 2006 (“Circular 10 of 2006”) executed by such counsel and addressed to the Company and a legal opinion of the Company’s special Nevada counsel and/or Company certifying that no Bankruptcy Event (as such term is defined counsel in the Series B Certificate of Designations) has occurred;form attached hereto as Exhibit E-2. (ixvii) a certificate of the Secretary of the CompanyCompany (the “Secretary’s Certificate”), 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 Securities and that such resolutions remain in full force and effect, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to: (A) to the signatures and titles authority of Persons signing the Transaction Documents and related documents on behalf of the officers Company, in the form attached hereto as Exhibit G; (viii) the Compliance Certificate referred to in Section 5.1(h); (ix) a certificate evidencing the formation and good standing of the Company executing each and issued by the office of the Transaction Documents to which the Company is a party; and (B) resolutions Secretary of State of the Board authorizing and approving all matters in connection with State of Nevada, as of a date within five (5) days of the Transaction Documents to which the Company is a party and the TransactionsClosing Date; (x) a cash fee in certificate evidencing the amount Company’s qualification as a foreign corporation issued by each state where the Company is qualified to do business as a foreign corporation, as of $100,000;a date within five (5) days of the Closing Date; and (xi) a certified copy of (i) the Company shall have delivered evidence reasonably satisfactory to Company’s current articles of incorporation, and any amendments thereto, as certified by the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions Secretary of State of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”)State of Nevada, as administrative agent, as amended of a date within ten (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii10) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval days of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselClosing Date. (b) At the On or prior to Closing, the each Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: , as applicable (the “Purchaser Deliverables”): (i) the Aggregate Purchase Pricethis Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount in U.S. Dollars United States dollars and in immediately available funds, funds by wire transfer to an the Company’s account designated in writing by as previously provided to the Company for such purpose; and Purchasers; (iiiii) each Transaction Document (including the Series B Preferred Stock Registration Investor Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by such Purchaser; and (iv) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the Purchaserforms attached hereto as Exhibits D-1 and D-2, respectively.

Closing Deliveries. (a) At or prior to the Initial Loan Closing, the Company Borrower shall deliver or cause to be delivered to Lender, all of the Purchaser following items (collectively, the following“Closing Deliveries”), each of which shall be satisfactory in form and substance to Lender: (a) originals duly executed by Borrower and each Borrower-Related Party who is a signatory thereto, of this Agreement, the Environmental Indemnity Agreement, the Assignment of Distributions, the Guaranty, the error and omissions agreement, the Company Certificates for Borrower, and each Borrower-Related Party that is an entity, and IRS tax disclosure forms for Borrower and Guarantor; (b) the most recent financial statements of Borrower and Borrower-Related Party, in the form specified in Section 9.7, and accompanied by the certification required by Section 9.7; (c) a certified copy of the 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 Officer 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); (g) a duly executed Officer’s Certificate, dated as of the date of the Initial Loan Closing; (h) all written consents that are required with respect to or necessitated by this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby; (i) a certificate representing 10,000 Shares registered in the name duly executed copy of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights License Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiij) any such other documents and further documents, agreements and certificates as are reasonably requested required by the Purchaser or Purchaser CounselLender. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (aA) At the Closing, the Company shall deliver have delivered or cause caused to be delivered to the Purchaser Greenome and Greenome Stockholders the following: (i) a certificate representing 10,000 Shares registered in the name of the Purchaserthis Agreement duly executed by Company; (ii) evidence letters of resignation from the Company’s sole officer, with his resignation from all positions to be effective at date of Closing and confirming that the Series B Certificate he has no claim against Company in respect of Designations has been filed with the Secretary any outstanding remuneration or fees of State whatever nature as of the State of Delaware and become effective on or prior to the Closing DateClosing; (iii) letters of resignation from all of Company’s current directors, with the Series B Preferred Stock Registration Rights Agreement, duly executed by resignations of the Companydirectors to take effect on the date of Closing and each director confirming that he has no claim against Company in respect of any outstanding remuneration or fees of whatever nature as of the Closing; (iv) documentation sufficient to evidence the Series A Holders Consentsale, duly executed by Plainfieldconveyance, Alkest and transfer of the CompanySecurities to Greenome and/or Greenome Stockholders; (v) resolutions duly adopted by the Stockholders’ Agreement SupplementBoard of Directors of Company approving the following events or actions, duly executed by PSSMF as applicable: a. the execution, delivery and Alkestperformance of this Agreement; b. fixing the number of authorized directors on the board of directors at five (5); c. the appointment of ▇▇▇▇▇▇ ▇▇▇▇ as Chairman of the board of directors to serve on the Company’s board of directors, effective on the date of Closing and the appointment of ▇▇▇▇ ▇▇▇, Suichu Li, and ▇▇▇▇▇▇▇ ▇▇▇▇ as additional directors to serve on Company’s board of directors on the date the resignation of Company’s current directors become effective; d. the appointment of the following persons as officers of Company, effective on the date of Closing (the “Greenome Officers”): ▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer ▇▇▇▇ ▇▇▇ President and Chief Operating Officer Suichu Li Chief Financial Officer ▇▇▇ ▇▇▇ Secretary (vi) a certificate of good standing for Company from its jurisdiction of incorporation, dated not earlier than five (5) calendar days prior to the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkestdate of Closing; (vii) an instruction letter signed by the legal opinion President of Company Counseladdressed to Company’s transfer agent of record, in a form reasonably acceptable to Greenome and consistent with the form terms of Exhibit F-1this Agreement, executed by such counsel and instructing the legal opinion of in-house counsel transfer agent to issue stock certificates representing the Securities to be delivered pursuant to this Agreement registered in the names of the Company in shareholders of Greenome as set forth under the form of Exhibit F-2, executed by such counselsignature page; (viii) a certificate shareholder list of Company as certified by the Company’s Secretary or transfer agent, dated as within five (5) calendar days of the Closing Date and signed by the Chief Executive Officer date of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredClosing; (ixxiv) a certificate of the Secretary of the Company, dated as of the Closing DateClosing, certifying as to: to (Ai) the signatures and titles incumbency of the officers of the Company executing each this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Transaction Documents to which Certificate of Incorporation and By-Laws of the Company is a party; Company, as in effect on and as of the date of Closing, and (Biii) a copy of the resolutions of the Board of Directors of Company authorizing and approving the Company’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”)Documents, and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchasertransactions contemplated thereby; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (ai) At the Closing, the Company shall will deliver or cause to be delivered to the Purchaser the followingPurchaser: (iA) a certificate representing 10,000 Shares registered of merger, signed on behalf of the Company, in accordance with the name of DGCL and in form reasonably satisfactory to the Purchaser; (iiB) evidence a release in the form of Exhibit A executed by the Persons set forth on Schedule III and the applicable Acquired Company (collectively, the “Releases”); (C) the Exchange Agent Agreement executed by the Holder Representative; (D) the Escrow Agreement executed by the Holder Representative; (E) a certificate, dated as of the Closing Date, executed by the Company in a form reasonably satisfactory to the Purchaser confirming the satisfaction of the conditions specified in Sections 7.1(a) and (b); (F) a statement conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulations dated as of the Closing Date certifying that the Series B Certificate of Designations Company Capital Stock is not (and has not been filed with at anytime during the Secretary of State five–year period ending on the Closing Date) a U.S. real property interest; (G) the notification to the IRS required under Section 1.897-2(h)(2) of the State United States Treasury Regulations; (H) resignations effective as of Delaware the Closing Date of each director and become effective on or officer of each Acquired Company as the Purchaser may have requested in writing prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ixI) a certificate of the Secretary or the Assistant Secretary of the Company, dated as of the Closing Date, certifying as in a form reasonably satisfactory to the Purchaser, attesting to: (Ai) the signatures and titles Governing Documents of each of the officers Acquired Companies, (ii) the resolutions of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing the execution and approving all matters in connection with delivery of this Agreement, the Transaction Documents Merger, the Ancillary Agreements to which the Company is a party and the Transactionsconsummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; and (iii) the incumbency and signature of each officer of the Company who has executed this Agreement or any Ancillary Agreement; (xJ) a cash fee in payoff letters with respect to all Indebtedness of the amount Acquired Companies owed to any third party for borrowed money, including any Indebtedness under that certain Amended and Restated Loan and Security Agreement between the Company and Silicon Valley Bank and that certain Lease Agreement, by and between the Company and De ▇▇▇▇ ▇▇▇▇▇▇ Financial Services, dated November 13, 2008, and termination statement, release and other appropriate evidence reasonably requested by the Purchaser to the effect that no Encumbrances against any of $100,000the Acquired Companies’ assets other than Permitted Encumbrances exist as of the Effective Time with respect to such Indebtedness; (xiK) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectivelyall original minute books, the “Facilities Amendments”) to certain provisions corporate seals and Equity Interest ownership records of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory Acquired Companies to the Purchaser; (xiiL) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval list of the Series A Amendment (as such term is defined any holders of actual Dissenting Shares described in the Series A Holders Consent) as soon as it may practically do soSection 3.3(c); and (xiiiM) any such other documents reasonably requested by documents, instruments and agreements as the Purchaser or Purchaser Counselreasonably requests for the purpose of consummating the transactions contemplated by this Agreement and the Ancillary Agreements. (bii) At the Closing, the Purchaser or an authorized officer thereof shall will deliver or cause to be delivered to the Company: (A) a certificate of merger, signed on behalf of the Merger Sub, in accordance with the DGCL and in form reasonably satisfactory to the Company; (B) the Exchange Agent Agreement executed by the Purchaser; (C) the Escrow Agreement executed by the Purchaser; (D) a certificate, dated as of the Closing Date, executed by the Purchaser in a form reasonably satisfactory to the Company confirming the following: satisfaction of the conditions specified in Sections 7.2(a) and (b); (E) a certificate of the Secretary or the Assistant Secretary of the Purchaser and the Merger Sub, dated the Closing Date, in a form reasonably satisfactory to the Company, attesting to (i) resolutions of the Aggregate Purchase Priceboards of directors of the Purchaser and the Merger Sub authorizing the execution and delivery of this Agreement, in U.S. Dollars the Merger, the Ancillary Agreements to which the Purchaser or the Merger Sub, as applicable, is a party and in immediately available fundsthe consummation of the transactions contemplated hereby and thereby, by wire transfer to an account designated in writing by and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Company for such purposeClosing Date; and (ii) the incumbency and signature of each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which officer of the Purchaser is a signatory, duly and Merger Sub who has executed this Agreement; (F) the Releases executed by the Purchaser.Purchaser and the Merger Sub; and

Closing Deliveries. (a) At the Closing, the Company Seller Representative shall deliver deliver, or cause to be delivered delivered, to the Purchaser Buyer, each of the following: (i) a certificate representing 10,000 Shares registered in An assignment of limited liability company interests evidencing the name assignment by the Sellers of the PurchaserLLC Interests in agreed form; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware third party consents and become effective approvals specified on or prior to the Closing DateSchedule 3.02(a)(ii); (iii) the Series B Preferred Stock Registration Rights Agreementcertificate described in Treasury Regulation Section 1.1445-2(b)(1) from each Seller and in a form reasonably acceptable to Buyer; (iv) a resignation by each of the Sellers as managers of the Company to be effective as of the Closing; (v) all book and records relating to the organization, duly executed by ownership and maintenance of the Company in possession or control of the Sellers, if not already located on the premises of the Company; (ivvi) a payoff letter from Bank of America, which completely releases and discharges (A) the Series A Holders Consent, duly executed by Plainfield, Alkest and Company from all Encumbrances relating to the Company; ’s assets arising from indebtedness incurred with such lender and (vB) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) Sellers from the Voting Agreement Amendment, duly executed by personal guarantees they provided on behalf of the Company, PSSMF and AlkestCompany in favor of such lender; (vii) the legal opinion of Company Counsela payoff letter from De L▇▇▇ ▇▇▇▇▇▇ Financial Services, in the form of Exhibit F-1Inc., executed by such counsel which completely releases and the legal opinion of in-house counsel of discharges the Company in from all Encumbrances relating to the form of Exhibit F-2, executed by Company’s assets arising from indebtedness incurred with such counsellender; (viii) a certificate dated the Escrow Agreement duly executed by the Seller Representative, which shall be in full force and effect as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredClosing; (ix) a certificate of the Secretary certificate, signed by an officer of the Company, dated as certifying the truth and correctness of attached copies of the Closing Date, certifying as to: Company’s organizational documents (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactionsincluding amendments thereto); (x) certificates, dated as of a cash fee date no earlier than 10 days prior to the Closing Date, duly issued by the applicable Governmental Authority in the amount State of $100,000New Jersey and all other jurisdictions in which the Company is qualified to conduct business, showing that the Company is validly existing or qualified to do business in such jurisdiction; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser Buyer that the Company has obtained amendments (collectivelyterminated, effective as of no later than the “Facilities Amendments”) day immediately preceding the Closing Date pursuant to certain provisions resolutions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among board of directors of the Company, Wachovia any and the other parties theretoall group severance, each as amended (collectivelyseparation or salary continuation plans, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaserprograms or arrangements; (xii) an Employment Agreement entered into between the Buyer (or its Affiliates) and M▇▇▇ ▇▇▇▇▇; (xiii) evidence of the purchase of an employer practices liability tail policy by the Company in agreed form between the Buyer and Sellers, the cost of which shall have delivered to be borne solely by the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soSellers; and (xiiixiv) any such other documents and instruments as may be reasonably requested required by the Purchaser or Purchaser CounselBuyer to consummate the transactions contemplated hereby. (b) At the Closing, the Purchaser or an authorized officer thereof Buyer shall deliver deliver, or cause to be delivered delivered, to the Company Seller Representative each of the following: : (i) the Aggregate Purchase Price, Price Payments to the Sellers and the other payees in U.S. Dollars and the amounts set forth in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and Section 2.02(b) above; (ii) each Transaction Document a certificate, dated as of a date no earlier than 5 days prior to the Closing Date, duly issued by the applicable Governmental Authority in the State of Delaware, showing that the Buyer is in good standing and authorized to do business in such jurisdiction; (including iii) the Series B Preferred Stock Registration Rights Agreement, third party consents and approvals specified on Schedule 3.02(b)(iii); (iv) the Series A Holders Consent, the Stockholders’ Escrow Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserBuyer; (v) a certificate, signed by an officer of the Buyer, certifying the truth and correctness of attached copies of (A) the Buyer’s organizational documents (including amendments thereto) and (B) resolutions of the Board of Directors of the Buyer, authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby; and (vi) such other documents and instruments as may be reasonably required by the Sellers to consummate the transactions contemplated hereby.

Closing Deliveries. In addition to the actions set forth in Sections 2.2 and 2.3, the Parties agree to make their respective deliveries set forth below. (a) At the Closing, ETR shall deliver, or cause to be delivered, to the Company the following deliveries: (i) the EquaGen LLC Agreement, duly executed by ETR; (ii) the EOI Shared Services Agreement, duly executed by Entergy Operations, Inc.; (iii) the ESI Services Agreement, duly executed by Entergy Services, Inc.; (iv) the Corporate Services Agreement, duly executed by Entergy Services, Inc. and Entergy Enterprises, Inc.; (v) all duly executed Termination and Release Agreements in connection with the Related Party Service Contracts to which ETR or any of its Subsidiaries is a party; and (vi) any other agreement or document to which it or its Subsidiaries are a party, as may reasonably be requested by Enexus or necessary to give effect to the establishment of the Joint Venture or the transactions contemplated by this Agreement, duly executed by ETR or its Subsidiaries. (b) At the Closing, Enexus shall deliver, or cause to be delivered, to the Company the following deliveries: (i) the Relicensing Agreement, duly executed by Entergy Services, Inc. and Entergy Enterprises, Inc. (ii) the EquaGen LLC Agreement, duly executed by Enexus; (iii) each Amended and Restated Operating Agreement by and among ENOI LLC and: (1) Entergy Nuclear ▇▇▇▇▇▇▇▇▇▇▇, LLC; (2) Entergy Nuclear Generation Company, LLC; (3) Entergy Nuclear Indian Point 2, LLC; (4) Entergy Nuclear Indian Point 3, LLC; (5) Entergy Nuclear Palisades, LLC; and (6) Entergy Nuclear Vermont Yankee, LLC; duly executed by each counterparty other than ENOI LLC; (iv) all duly executed Termination and Release Agreements in connection with the Related Party Service Contracts to which Enexus or any of its Subsidiaries is a party; and (v) any other agreement or document to which it or its Subsidiaries are a party, as may reasonably be requested by ETR or necessary to give effect to the establishment of the Joint Venture or the transactions contemplated by this Agreement, duly executed by Enexus or its Subsidiaries. (c) At the Closing, the Company shall deliver or cause to be each Member a counterpart of each agreement delivered to the Purchaser the following: (i) it by a certificate representing 10,000 Shares registered New Member in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed accordance with the Secretary of State of the State of Delaware and become effective on or prior this Section 3.1 to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by which the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and or the Company; (v) the Stockholders’ Agreement Supplement’s Subsidiary, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendmentis a party, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and or its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counselapplicable Subsidiary. (bd) At Each Party’s obligation to make the Closing, foregoing closing deliveries and take the Purchaser foregoing actions set forth in this Section 3.1 is conditioned upon receipt by such Party of the other Party’s foregoing closing deliveries and actions set forth in this Section 3.1. Each closing delivery and action contemplated by this Section 3.1 shall be deemed to occur simultaneously. ETR and Enexus may agree to waive any or an authorized officer thereof shall deliver all of the deliveries or cause actions that a Party is required to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchasermake or perform under Section 3.1.

Closing Deliveries. At the Closing: (a) At the Closing, the Company shall deliver deliver, or cause to be delivered delivered, to the Purchaser the followingInvestor: (i) a certificate representing 10,000 Shares registered in evidence reasonably satisfactory to the name Investor of the Purchaserconsummation of the Reorganization and the Management Rollover; (ii) evidence that of the Series B filing and effectiveness of the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing DateDesignation; (iii) a duly executed counterpart signature page to the Stockholders Agreement by the Company and Tiptree; (iv) a duly executed counterpart signature page to the Registration Rights Agreement by the Company and Tiptree; (v) resolutions of the board of directors of the Company (following completion of the Reorganization) authorizing and reserving for issuance shares of Common Stock issuable upon (a) the conversion of the Series B A Preferred Stock Registration Rights Stock, (b) the exercise of the Warrants issued or to be issued pursuant to this Agreement, (c) the exercise of the Additional Warrants issued or to be issued pursuant to this Agreement and (d) the sale of Common Stock to the Investor for all Fundings; (vi) duly adopted the Bylaws; (vii) resolutions of the board of directors of the Company, following the Conversion, appointing as directors the two representatives designated by the Investor (the “Investor Directors”) and, subject to Section 7.15, one representative designated by mutual agreement between Tiptree and the Investor (the “Independent Director”), in each case, pursuant to the Stockholders Agreement; (viii) a duly executed Warrant representing the Warrants that the Investor is purchasing at the Closing; (ix) a duly executed Investor Additional Warrant representing the Investor Additional Warrants that the Investor is purchasing at the Closing; (x) duly executed counterpart signature pages to the Indemnification Agreements, by and between the Company and the Investor Directors and the Independent Director (collectively the “Indemnification Agreements”), by the Company; (ivxi) evidence of a book entry account representing the Common Stock and Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser Preferred Stock that the Company has obtained amendments (collectively, Investor is purchasing at the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the PurchaserClosing; (xii) written evidence of the termination of all Related Person Transactions and any Related Person Agreement required to be terminated pursuant to Section 7.11, in form and substance reasonably satisfactory to Investor; (xiii) a payoff letter from Fortress Credit Corp., in connection with the Indebtedness under the Fortress Credit Agreement to be repaid at the Closing, in form and substance reasonably satisfactory to the Investor (the “Payoff Letter”); (xiv) evidence in form and substance reasonably satisfactory to the Investor that all Liens (other than Permitted Liens) in respect of any Group Company in respect of the Fortress Credit Agreement shall have been released as of the Closing; (xv) evidence of the filing and effectiveness of the Certificate of Incorporation; (xvi) a duly executed counterpart signature page to the Contribution Agreement by the Company shall have delivered and each LOTS Intermediate Holder (as defined therein) party thereto; (xvii) a duly executed counterpart signature page to the Purchaser Assignment and Assumption Agreement by the Company and Tiptree party thereto; (xviii) a letter confirming its intention to seek approval duly executed Plan of Conversion by the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soCompany; and (xiiixix) any other documents reasonably requested by resolutions of the Purchaser or Purchaser Counselboard of directors of the Company, following the Conversion, adopting the 2021 Equity Plan. (b) At the Closing, the Purchaser or an authorized officer thereof shall Investor shall: (i) deliver or cause to be delivered to the Company a duly executed counterpart signature page to the following: Stockholders Agreement by the Investor; (iii) deliver to the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, Company a duly executed counterpart signature page to the Registration Rights Agreement by the Investor; (iii) deliver to the Company a duly executed counterpart signature pages to the Indemnification Agreements by the Investor Directors; and (iv) make the Closing Payment by wire transfer of immediately available funds in an amount equal to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) Closing Payment Amount payable pursuant to which the Purchaser is a signatory, duly executed by the PurchaserSection 2.2(a).

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to the each Purchaser the following: (i) a certificate representing 10,000 Shares Note, registered in the name of such Purchaser, in the principal amount indicated across from such Purchaser’s name on Schedule 2.1 under the heading “Note Principal Amount”; (ii) evidence that the Series B Certificate of Designations has been filed with Company Security Agreement duly executed by the Secretary of State Company in favor of the State of Delaware and become effective on or prior to the Closing DatePurchasers; (iii) the Series B Preferred Stock Registration Rights Agreement, Subsidiary Security Agreements duly executed by the Companyapplicable Subsidiaries in favor of the Purchasers; (iv) the Series A Holders Consent, duly Guaranty executed by Plainfield, Alkest and each of the CompanySubsidiaries in favor of the Purchasers; (v) proper financing statements in form appropriate for filing under the Stockholders’ Agreement SupplementUniform Commercial Code of all jurisdictions that the Purchasers may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreements, duly executed by PSSMF and Alkestcovering the collateral described in the Security Agreements; (vi) each of the Voting Agreement Amendmentphysical stock certificates of the Subsidiaries, duly along with an undated stock power for each of such certificate, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Purchasers that the security interest in such uncertificated securities has been transferred to and perfected by the CompanyPurchasers, PSSMF in accordance with Sections 8-313, 8-321 and Alkest9-115 of the Uniform Commercial Code or any other similar or local or foreign law that may be applicable); (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1E, executed by such counsel and addressed to the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counselPurchasers; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, Company dated as of the Closing Date, certifying as toand certifying: (A1) that attached thereto is a true and complete copy of the By-laws of the Company in effect upon the Closing Date; (2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other the Transaction Documents, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the other Transaction Documents; and (3) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soDocuments; and (xiiiix) any other documents document reasonably requested by the Purchaser Purchasers or Purchaser Counsel. (b) At the Closing, the each Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate purchase price indicated across from such Purchaser’s name on Schedule 2.1 under the heading “Purchase Price”, in U.S. Dollars United States dollars and in immediately available funds, by wire transfer to an account designated in writing by accordance with the Company for such purposeFlow of Funds Memorandum; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the such Purchaser is a signatory, duly executed by the such Purchaser.

Closing Deliveries. (a) 5.4.1 At the Closing, the Company shall deliver or cause to be executed and delivered to the Purchaser Parent and Acquisition Corp all of the following: (ia) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a closing certificate dated as of the Closing Date and signed by the Chief Executive Officer executed on behalf of the Company certifying that no Bankruptcy Event (as such term is defined by a duly authorized officer of the Company to the effect set forth in the Series B Certificate of Designations) has occurredSections 5.1.1, 5.2.5, 5.3.1 and 5.3.2 hereof; (ixb) a certificate certified copies of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers such corporate records of the Company executing each and its Subsidiaries and copies of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters such other documents as Parent or its counsel may reasonably have requested in connection with the Transaction Documents to which consummation of the Company is a party and the Transactionstransactions contemplated hereby; (xc) a cash fee in the amount of $100,000;Company's Opinion; and (xid) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions minute books and corporate records of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein Subsidiaries and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval originals of the Series A Amendment (as such term is defined in stock certificates evidencing all of the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counseloutstanding capital stock of each of its Subsidiaries free of all Encumbrances. (b) 5.4.2 At the Closing, the Purchaser or an authorized officer thereof Parent and Acquisition Corp shall deliver or cause to be delivered to the Company all of the following: : (ia) a closing certificate dated the Closing Date and executed on behalf of Parent and Acquisition Corp by a duly authorized officer of Parent and Acquisition Corp to the effect set forth in Sections 5.1.2 , 5.1.3, 5.1.4, 5.2.1, 5.2.2 and 5.2.4 hereof; (b) certified copies of such corporate records of Parent and Acquisition Corp and copies of such other documents as the Company or its counsel may reasonably have requested in connection with the consummation of the transactions contemplated hereby; (c) the Aggregate Purchase PriceParent's Opinion; (d) the certificates, guarantee and escrow agreement referred to in U.S. Dollars and in immediately available funds, by wire transfer Section 4.7 hereof; (e) evidence of delivery to an account designated in writing the Paying Agent of the Cash Merger Consideration for each of the shares of Common Stock (excluding Management Restricted Shares for which substitute securities have been issued pursuant to Section 4.9 hereof prior thereto) held of record on the Effective Date by the Company for such purposeShareholders; (f) the instructions referred to in Section 4.11 hereof; and and (iig) each Transaction Document (including evidence of the Series B Preferred Stock Registration Rights Agreement, execution of the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the PurchaserSubstitution Agreements.

Closing Deliveries. (a) At Closing deliveries required hereunder may be made to the Company’s outside counsel, T▇▇▇▇▇ ▇▇▇▇ to be held in trust pending the Closing. On the Closing Date, the Company shall will deliver or cause to be delivered to each Lender (the Purchaser the following:“Company Documents”): (i) a certificate representing 10,000 Shares registered in the name of the Purchaser; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior items required to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreementbe delivered to Buyer pursuant to Section 13, duly executed by the Company;Company where so required, (ivii) a certificate ("Closing Certificate") signed by its chief executive officer or chief financial officer (1) attesting to the Series A Holders Consenttruth and accuracy of all the representations and warranties made by the Company contained in this Agreement, duly executed by Plainfieldas of the applicable Closing Date, Alkest as if such representations and warranties were made and given on all such dates, (2) adopting the Company;covenants and conditions set forth in this Agreement in relation to the applicable Notes and Warrants, and (3) certifying that an Event of Default has not occurred, (viii) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company's counsel, dated as of the Closing Date, certifying as to: (A) the signatures in form, scope and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence substance reasonably satisfactory to the Purchaser that Buyers and in substantially the Company has obtained amendments (collectively, the “Facilities Amendments”) same form as Exhibit E attached hereto in relation to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia the applicable Note, the applicable Warrant and the other parties thereto, each as amended Transaction Documents (collectively, the “Receivables Credit Facility”"Closing Legal Opinion"), in each case on terms reasonably satisfactory to the Purchaser;, (xiiiv) a true copy of certificate evidencing the Company's and each of its Subsidiaries’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within five (5) days of the Closing Date, (v) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; Lockbox Agreement, and (xiiivi) any other documents reasonably requested the Intercreditor Agreement (as defined in Section 11 below), duly executed by the Purchaser or Purchaser Counsel. Existing Lienholders (bas defined in Section 11(c) At hereof). On the ClosingClosing Date, the Purchaser or an authorized officer thereof each Buyer shall deliver or cause to be delivered to the Company the following: following (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ “Buyer Documents”): this Line of Credit Agreement Supplement and the Voting Security Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchasersuch Buyer.

Closing Deliveries. (a) At or prior to the Initial Loan Closing, the Company Borrower shall deliver or cause to be delivered to Lender, all of the Purchaser following items (collectively, the following“Closing Deliveries”), each of which shall be satisfactory in form and substance to Lender: (ia) originals duly executed by Borrower and each Borrower-Related Party who is a certificate representing 10,000 Shares registered in signatory thereto, of this Agreement, the name Environmental Indemnity Agreement, the Assignment of Distributions, the PurchaserGuaranty, the error and omissions agreement, the Company Certificates for Borrower, and each Borrower-Related Party that is an entity, and IRS tax disclosure forms for Borrower and Guarantor; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iiib) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest most recent financial statements of Borrower and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company CounselBorrower-Related Party, in the form of Exhibit F-1specified in Section 9.7, executed and accompanied by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed certification required by such counselSection 9.7; (viiic) a certificate dated as certified copy of the Closing Date Organizational Agreements of Borrower and signed by the Chief Executive Officer of the Company certifying each Borrower-Related Party that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredan entity; (ixd) 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); (g) a certificate of the Secretary of the Companyduly executed Officer’s Certificate, dated as of the Closing Date, certifying as to: (A) the signatures and titles date of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the TransactionsInitial Loan Closing; (xh) a cash fee in all written consents that are required with respect to or necessitated by this Agreement and the amount of $100,000other Loan Documents and the transactions contemplated hereby and thereby; (xii) the Company shall have delivered evidence reasonably 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 Purchaser 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 Company has obtained amendments (collectively, Loan Documents do not violate the “Facilities Amendments”) to certain provisions usury laws of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval State of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soTexas; and (xiiij) any such other documents and further documents, agreements and certificates as are reasonably requested required by the Purchaser or Purchaser CounselLender. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. The following documents shall have been ------------------ delivered to PHC: (a) At An Assignment and Assumption Agreement executed by Practice Group, PHC and PHC-SUB in substantially the Closingform of EXHIBIT A; --------- (b) An employment agreement executed by Physician ("Physician Owner Employment Agreement"), employment agreements executed by all physicians employed by the Company shall deliver or cause to Practice Group ("Physician Employment Agreements") and a Termination of Professional Employment and General Release Agreement executed by the physician who will be delivered employed by MS-PLLC immediately prior to the Purchaser Closing Date ("Termination & Release Agreement"), in substantially the following:forms of EXHIBIT ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, and EXHIBIT B-3 respectively; ----------- ----------- ----------- (c) An Acquisition Restrictive Covenant Agreement executed by Physician, PHC and PHC-SUB in substantially the form of EXHIBIT ------- C; - (d) A Practice Management Agreement executed by the Physician, PHC and PHC-SUB in substantially the form of EXHIBIT D; --------- (e) The Receivables Promissory Note dated the Closing Date, executed by the Practice Group, in the form as attached hereto as EXHIBIT ------- J; - (f) The Government Receivables Security Agreement dated the Closing Date, executed by the Practice Group, in the form as attached hereto as EXHIBIT K; --------- (g) A certificate dated the Closing Date signed by a duly authorized officer of Practice Group certifying that the representations and warranties are true and correct as of the date of such certificate and that Physician and Practice Group have fulfilled the conditions of this SECTION 8.4; ----------- (h) Unanimous Consent Resolutions of the Board of Directors of Practice Group in form and substance satisfactory to PHC approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by a duly authorized representative of Practice Group; (i) a certificate representing 10,000 Shares registered in Written consents of all third parties necessary for the name consummation of the Purchasertransactions contemplated by this Agreement and the ownership by PHC-SUB of the Practice Group Business; provided, that the parties to this Agreement will use their best efforts to obtain the consents required to obtain assignment of all leases set forth on SCHEDULE 4.2 hereto and failure to obtain ------------ all of such consents by the Closing Date shall not constitute a breach of this Agreement; (iij) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date; (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal An opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of Practice Group from Sidley & Austin and from Alabama Counsel in substantially the Company in the form forms of Exhibit F-2EXHIBIT E-1 and ----------- EXHIBIT E-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Companyrespectively, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a partyattached hereto; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.-----------

Closing Deliveries. (a) At the Closing, Parent shall pay or cause to be paid, on behalf of the Company by wire transfer of immediately available funds to the relevant payees, the entire amount of the unpaid Company Transaction Expenses and the unpaid Indebtedness of the Company, if any, in accordance with the Closing Statement. Any amount so paid by Parent shall be deducted from and applied against the cash portion of the Merger Consideration due at the Closing in accordance with Section 1.5(a). (b) On the Closing Date, Parent and Merger Sub shall deliver or cause to be delivered, to the Company the following, all in form and substance satisfactory to the Company: (i) irrevocable instructions to the Transfer Agent to issue shares of the Parent Common Stock to each Company Stockholder in a number equal to, for each share of Company Common Stock held by such Company Stockholder immediately prior to the Effective Time, the Per Share Consideration of the Closing Stock Consideration, all in book entry form unless a physical certificate is required by such Company Stockholder, registered in the name of such Company Stockholder; (ii) for each share of Company Common Stock held by each Company Stockholder immediately prior to the Effective Time, the Per Share Consideration of the Cash Consideration paid by wire transfer in accordance with Section 1.5; (iii) the Employment Agreements duly executed by the Surviving Company; (iv) the Non-Competition Agreements duly executed by the Surviving Company; (v) the Registration Rights Agreement duly executed by Parent; (vi) an agreement duly executed by Bison pursuant to which Bison agrees to a one-year lock up on the not less than $25 million of Parent Common Stock issued to it in order to finance the Merger Consideration; (vii) certified copies of the certificate of incorporation and the other Charter Documents of each of Parent and Merger Sub, together with a good standing certificate under the laws of the respective jurisdictions of their incorporation of Parent and Merger Sub, each dated as of a recent date; (viii) certified copies of resolutions duly adopted by the Parent Board and Merger Sub 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 an executive officer of Parent, certifying as to the matters set forth in Section 6.2(a), Section 6.2(b), and Section 6.2(c) hereof; and (x) such other certificates, documents and instruments as the Company shall reasonably request. (c) On the Closing Date (except where otherwise stated), the Company shall deliver or cause to be delivered to the Purchaser Parent the following, all in form and substance satisfactory to Parent: (i) a certificate representing 10,000 Shares registered in the name of the Purchasereach Employment Agreement duly executed by Ranjan and Mathur, as applicable; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State of the State of Delaware each Non-Competition Agreement duly executed by Ranjan and become effective on or prior to the Closing DateMathur, as applicable; (iii) the Series B Preferred Stock Registration Rights Agreement, Agreement duly executed by each of the CompanyCompany Stockholders; (iv) certified copies of the Series A Holders Consent, duly executed by Plainfield, Alkest certificate of incorporation (or equivalent organizational document) of 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 the Company and each of the Company’s Subsidiaries under the laws of the respective jurisdictions of incorporation or formation of the Company and each of its Subsidiaries and each other 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 recent date; (v) certified copies of resolutions duly adopted by the Stockholders’ Company Board and all of the Company Stockholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement Supplement, duly executed by PSSMF and Alkestall other Transaction Documents and the consummation of the Transactions; (vi) a certificate, signed by the Voting Agreement Amendment, duly executed by chief executive officer or chief financial officer of the Company, PSSMF certifying as to the matters set forth in Section 6.3(a), Section 6.3(b), and AlkestSection 6.3(c) hereof; (vii) written resignations of all of the legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel officers and the legal opinion of in-house counsel directors of the Company and each Subsidiary of the Company that may be requested by Parent, as of Closing Date, except that Ranjan and Mathur shall continue in their current roles as officers and directors of the form Surviving Company, subject to the terms of Exhibit F-2, executed by such counselthe bylaws of the Surviving Company and the Employment Agreements; (viii) a properly completed and executed certificate dated as of the Closing Date and signed by the Chief Executive Officer of the non-foreign status from each Company certifying Stockholder in a form that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredcomplies with Treasury Regulations Section 1.1445-2(b)(2); (ix) a certificate of duly executed by each Company Stockholder who is not a signatory to this Agreement regarding the Secretary of the Companyrepresentations, dated as of the Closing Datecovenants and other agreements contained in Section 4.18, certifying as to: (A) the signatures Section 5.9, Section 5.16 and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a partySection 9.11; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions;and (x) a cash fee in such other certificates, documents and instruments as Parent shall reasonably request, including the amount certificates representing the shares of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments Common Stock (collectively, the “Facilities Amendments”) to certain provisions or affidavits of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”loss in respect thereof), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser Counsel. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) Deliveries by the Companies and the Stockholders. At the ------------------------------------------------ Closing, the Company shall deliver or cause Companies and the Stockholders will make the following deliveries to be delivered to the Purchaser the followingTetra Tech: (i) a A certificate representing 10,000 Shares registered in the name of the Purchaser;President of the Companies certifying that: (A) The representations and warranties made by the Companies and the Principal Stockholder in this Agreement remain true and correct; and (B) The resolutions attached to the Certificate, which authorize and approve this Agreement and the transactions contemplated herein, have been adopted by the Board of Directors of each Company and the Stockholders. (ii) evidence that An opinion of counsel of Piper & Marbury L.L.P., counsel for the Series B Certificate Companies and the Stockholders, dated the Effective Date and addressed to Tetra Tech, in substantially the form of Designations has been filed with the Secretary of State of the State of Delaware and become effective on or prior to the Closing Date;Exhibit ------- 7.2A attached hereto. ---- (iii) the Series B Preferred Stock Registration Rights Agreement, duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ An Employment Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the legal opinion of Company Counsel, in the form of Exhibit F-17.2B ------------ attached hereto (the "Employment Agreement"), executed signed by such counsel the Principal Stockholder. (iv) A Noncompetition and the legal opinion of in-house counsel of the Company Nondisclosure Agreement in the form of Exhibit F-27.2C attached hereto (the "Noncompetition Agreement"), executed ------------ signed by such counsel;the Principal Stockholder. (v) A Registration Rights Agreement in the form of Exhibit ------- 7.2D attached hereto (the "Registration Rights Agreement"), signed by ---- each of the Stockholders. (vi) An Investment Letter in the form of Exhibit 7.2E ------------ attached hereto signed by each of the Stockholders. (vii) Evidence satisfactory to Tetra Tech that the Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. (viii) a certificate dated as Evidence satisfactory to Tetra Tech regarding the payment to the Stockholders of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party /R Distribution and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents reasonably requested by the Purchaser or Purchaser CounselCash Distribution. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, Odimo and/or the Company Odimo Stockholders shall deliver have delivered or cause caused to be delivered to SCSI and the Purchaser SCSI Shareholder the following: (i) a certificate representing 10,000 Shares registered in this Agreement duly executed by Odimo and the name of the PurchaserOdimo Stockholders; (ii) evidence letter of resignation from Odimo’s current sole officer, with her resignation as to all of the offices she currently holds with Odimo to be effective on the Closing Date, and confirming that she has no claim against Odimo in respect of any outstanding remuneration or fees of whatever nature as of the Series B Certificate Closing; (iii) letters of Designations has been filed resignation from all current members of Odimo’s Board of Directors, with the Secretary resignations of State such directors to take effect on the Closing Date immediately after the appointment of the State New Directors (as defined below); (iv) resolutions duly adopted by the Board of Delaware Directors of Odimo approving the following events or actions, as applicable: a. the execution, delivery and become performance of this Agreement; b. the Transaction Documents and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the Board of Directors at three (3); e. the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇ as Chairman of the Board of Directors and the appointment of ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ as additional directors to serve on Odimo’s Board of Directors on the date the resignation of Odimo’s current directors becomes effective (collectively the “ New Directors”); f. the appointment of the following persons as officers of Odimo, effective on or the Closing Date: ▇▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer and President ▇▇▇▇▇▇ ▇▇▇▇ Chief Financial Officer and Treasurer ▇▇▇▇▇▇ ▇▇▇▇ Secretary g. the change of the Odimo’s fiscal year end from December 31st to September 30th. (v) a certificate of good standing for Odimo from its jurisdiction of incorporation, dated not earlier than two (2) days prior to the Closing Date; (iiivi) the Series B Preferred Stock Registration Rights Agreement, Lock-up Agreement in the form attached hereto as Exhibit A duly executed by the Company; (iv) the Series A Holders Consent, duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and AlkestOdimo Stockholder; (vii) an irrevocable instruction letter signed by the legal opinion President of Company CounselOdimo addressed to Odimo’s transfer agent of record, in a form reasonably acceptable to SCSI and consistent with the form terms of Exhibit F-1this Agreement, executed by such counsel and instructing the legal opinion of in-house counsel transfer agent to issue stock certificates representing the Odimo Shares to be delivered pursuant to this Agreement registered in the names of the Company SCSI Shareholder as set forth in the form of Exhibit F-2, executed by such counselAnnex I; (viii) a certificate shareholder list of Odimo as certified by the Odimo’s Secretary or transfer agent, dated as within two (2) days of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurredDate; (ix) a certificate of the Secretary of the CompanyOdimo, dated as of the Closing Date, certifying as to: to (Ai) the signatures and titles incumbency of the officers of the Company Odimo executing each this Agreement and all exhibits and schedules hereto and all other Transaction Documents, (ii) a copy of the Transaction Documents to which Certificate of Incorporation and By-Laws of the Company is a party; Odimo, as in effect on and as of the Closing Date, and (Biii) a copy of the resolutions of the Board of Directors of the Odimo authorizing and approving the Odimo’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents to which the Company is a party Documents, and the TransactionsTransactions contemplated thereby; (x) a cash fee in the amount of $100,000all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by SCSI’s representatives with respect to Odimo; (xi) a statement from the Company shall have delivered evidence reasonably satisfactory to Odimo’s transfer agent regarding the Purchaser that number of issued and outstanding shares of common stock immediately before the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser;Closing; and (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiii) any other documents as SCSI and/or the SCSI Shareholder may reasonably requested by request in connection with the Purchaser or Purchaser CounselTransactions contemplated hereby. (b) At the Closing, the Purchaser or an authorized officer thereof shall deliver or cause to be delivered to the Company the following: (i) the Aggregate Purchase Price, in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which the Purchaser is a signatory, duly executed by the Purchaser.

Closing Deliveries. (a) At the Closing, the Company shall Sellers will deliver or cause to be delivered to the Purchaser the followingPurchaser: (i) a certificate representing 10,000 Shares registered one or more bills of sale in the name form of Exhibit B (the Purchaser“▇▇▇▇ of Sale”) executed by the Sellers; (ii) evidence that one or more assignment and assumption agreements in the Series B Certificate form of Designations has been filed with Exhibit C (the Secretary of State of “Assignment and Assumption Agreement”) executed by the State of Delaware and become effective on or prior to the Closing DateSellers; (iii) for each parcel of Leased Real Property, an assignment of the Series B Preferred Stock Registration Rights AgreementSellers’ rights under each lease agreement evidencing the Sellers’ interest in such Leased Real Property in the form of Exhibit D (collectively, duly the “Lease Assignments”) executed by the CompanySellers; (iv) assignments of all Purchased Intellectual Property in the Series A Holders Consentforms of Exhibits E-1 through E-3 (collectively, duly the “IP Assignments”) executed by Plainfield, Alkest and the CompanySellers; (v) a noncompetition agreement in the Stockholders’ Agreement Supplement, duly form of Exhibit F-1 or Exhibit F-2 executed by PSSMF each Seller and Alkestother Person set forth on Schedule 2.9(a)(v) (the “Noncompetition Agreements”); (vi) copies of the Voting Agreement Amendment, duly executed by Governmental Authorizations included in the Company, PSSMF and AlkestPurchased Assets; (vii) the legal opinion of Company Counsel, a separate certification in the form of Exhibit F-1, G executed by such counsel and the legal opinion of in-house counsel each of the Company Sellers that is not a DRE Seller (the “Regarded Entity Sellers”) stating, under penalty of perjury, such Regarded Entity Seller’s U.S. employer identification number and address and that such Seller is not a “foreign person” as defined in Section 1445 of the form of Exhibit F-2, executed by such counselCode; (viii) a separate fully complete and executed IRS Form W-9 for each of the Regarded Entity Sellers; (ix) for each Seller that is treated as a disregarded entity for U.S. federal income Tax purpose (a “DRE Seller”), (A) a certificate from the Regarded Entity Seller that is treated as the owner of the DRE Seller’s assets for U.S. federal income Tax purposes stating, under penalty of perjury, that the DRE Seller is a disregarded entity and the Regarded Entity Seller is treated as the owner of the DRE Seller’s assets for U.S. federal income Tax purposes, and (B) if applicable, a copy of the Form 8832 filed for the DRE Seller electing for such DRE Seller to be a disregarded entity; (x) for each Seller, other than Go Cash Limited, Go Cash-MS, LLC, and Go Cash-SD, LLC, a certificate of no tax due issued by the Delaware Department of Revenue; (xi) for HIP Financial, LLC, a receipt from the Kansas Department of Revenue showing that no taxes are due, as contemplated in Kan. Stat. § 79-3612; (xii) certificates in the form of Exhibit H of the secretary or comparable officer or manager of each Seller dated as of the Closing Date and signed attaching (A) such Seller’s certificate of formation and all amendments thereto, certified by the Chief Executive Officer Secretary of State of the Company certifying that no Bankruptcy Event jurisdiction of such Seller’s organization not more than sixty (60) days prior to the Closing Date; (B) such Seller’s operating agreement or other comparable governing document and all amendments thereto; (C) short form certificates of good standing of such Seller certified by the Secretary of State of the jurisdiction of such Seller’s organization and of each jurisdiction in which such Seller is qualified to do business as a foreign entity and issued not more than five (5) business days prior to the Closing Date; (D) all resolutions of the board of managers, members or directors or other comparable governing body of such term is defined in Seller relating to this Agreement and the Series B Certificate transactions contemplated by this Agreement; and (E) incumbency and signatures of Designations) has occurredthe officers or managers of the Seller executing this Agreement or any other agreement contemplated by this Agreement; (ixxiii) a certificate of the Secretary of the Companycertificate, dated as of the Closing Date, certifying as to: (A) executed by the signatures and titles Sellers confirming the satisfaction of the officers of the Company executing each of the Transaction Documents to which the Company is a party; conditions specified in Sections 6.1(a) and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions6.1(b); (xxiv) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended closing settlement statement (the “Revolving Credit FacilityClosing Statement”), ) and receipt for the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), Initial Consideration in each case on terms form reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do so; and (xiiixv) any other documents reasonably requested by evidence of the addition of the Purchaser as a loss payee or Purchaser Counseladditional insured on the insurance policies set forth on Schedule 2.9(a)(xvi). (b) At the Closing, the Purchaser or an authorized officer thereof shall will deliver or cause to be delivered to the Company the following: Sellers: (i) a notice from EZCORP’s transfer agent as to the Aggregate Purchase Priceissuance in uncertificated form without any restrictive legends (to the extent permitted by applicable securities Laws) by book-entry in EZCORP’s direct registration system, or at the option of EZCORP, one or more stock certificates without any restrictive legends (to the extent permitted by applicable securities Laws), for the aggregate number of shares of Purchaser Common Stock issuable as the Initial Consideration, registered in U.S. Dollars the name of HIP or such other Persons in such amounts designated by HIP, provided that the Initial Consideration shall not be registered in the name of more than five Persons. The Purchaser shall not have any responsibility for allocation of the Purchaser Common Stock among the Sellers; (ii) the Noncompetition Agreements and in immediately available fundsthe Closing Statement; (iii) the ▇▇▇▇(s) of Sale, by wire transfer to an account designated in writing the Assignment and Assumption Agreement(s) and the other assignments, if any, under Section 2.10(a)(iii) and (iv) that call for a signature by the Company for Purchaser; (iv) certificates in the form of Exhibit I of the secretary or comparable officer of each of EZCORP Online and EZCORP dated as of the Closing Date and attaching (A) such purposePurchaser’s certificate of incorporation and all amendments thereto, certified by the Secretary of State of the jurisdiction of such Purchaser’s incorporation not more than five business days prior to the Closing Date; (B) such Purchaser’s bylaws or other comparable governing document and all amendments thereto; (C) all resolutions of the board of directors or other comparable governing body of such Purchaser relating to this Agreement and the transactions contemplated by this Agreement; and (iiD) each Transaction Document (including incumbency and signatures of the Series B Preferred Stock Registration Rights Agreement, the Series A Holders Consent, the Stockholders’ Agreement Supplement and the Voting Agreement Amendment) to which officers or managers of the Purchaser is executing this Agreement or any other agreement contemplated by this Agreement; and (v) a signatorycertificate, duly dated as of the Closing Date, executed by the PurchaserPurchaser confirming the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(b).

Closing Deliveries. (a) At the First Closing, the Company shall deliver or cause to be delivered to each Investor the Purchaser following (the following:“First Closing Company Deliverables”): (i) a certificate representing 10,000 evidencing a number of Shares equal to such Investor’s Investment Amount divided by the Per Share Purchase Price, registered in the name of the Purchasersuch Investor; (ii) evidence that the Series B Certificate of Designations has been filed with the Secretary of State a certificate of the State of Delaware and become effective on or prior Transfer Agent with respect to the Closing Dateoutstanding Common Stock number of the Company as of the most recent practicable date; (iii) an Officer’s Certificate and Incumbency Certificate, in agreed form, duly executed by such officers of the Series B Preferred Stock Company as of the date of the First Closing; (iv) the Registration Rights Agreement, duly executed by the Company; (ivv) the Series A Holders Consent, this Agreement duly executed by Plainfield, Alkest and the Company; (v) the Stockholders’ Agreement Supplement, duly executed by PSSMF and Alkest; (vi) the Voting Agreement Amendment, duly executed by the Company, PSSMF and Alkest; (vii) the a legal opinion of Company Counsel, in the form of Exhibit F-1, executed by such counsel and the legal opinion of in-house counsel of the Company in the form of Exhibit F-2, executed by such counsel; (viii) a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company certifying that no Bankruptcy Event (as such term is defined in the Series B Certificate of Designations) has occurred; (ix) a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to: (A) the signatures and titles of the officers of the Company executing each of the Transaction Documents to which the Company is a party; and (B) resolutions of the Board authorizing and approving all matters in connection with the Transaction Documents to which the Company is a party and the Transactions; (x) a cash fee in the amount of $100,000; (xi) the Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company has obtained amendments (collectively, the “Facilities Amendments”) to certain provisions of the Amended and Restated Credit Agreement among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National Association (“Wachovia”), as administrative agent, as amended (the “Revolving Credit Facility”), and the Amended and Restated Receivables Purchase Agreement and the Receivables Sales Agreement among the Company, Wachovia and the other parties thereto, each as amended (collectively, the “Receivables Credit Facility”), in each case on terms reasonably satisfactory to the Purchaser; (xii) the Company shall have delivered to the Purchaser a letter confirming its intention to seek approval of the Series A Amendment (as such term is defined in the Series A Holders Consent) as soon as it may practically do soattached hereto; and (xiiivii) any other documents reasonably requested a copy of a certificate of good standing for the Company issued by the Purchaser or Purchaser CounselSecretary of State of Delaware as of the date of the First Closing. (b) At the First Closing, the Purchaser or an authorized officer thereof each Investor shall deliver or cause to be delivered to the Company the following: following (the “Investor Deliverables”): (i) the Aggregate Purchase Priceits Investment Amount, (A) in U.S. Dollars United States dollars and in immediately available funds, by check or by wire transfer to an the following account designated in writing by the Company for such purpose; and : Account Name: China Natural Gas, Inc. Account Number: Bank Name: ABA Routing Number: Bank Address: (ii) each Transaction Document (including the Series B Preferred Stock Registration Rights Agreement, duly executed by such Investor; and (iii) the Series A Holders ConsentAgreement duly executed by such Investor. (c) At the Second Closing, the Stockholders’ Agreement Supplement Company shall deliver or cause to be delivered to each Investor the following (the “Second Closing Company Deliverables”): (i) a certificate of the Transfer Agent with respect to the outstanding Common Stock number of the Company as of the most recent practicable date; (ii) an Officer’s Certificate and the Voting Agreement Amendment) to which the Purchaser is a signatoryIncumbency Certificate, in agreed form, duly executed by such officers of the PurchaserCompany as of the date of the Second Closing; (iii) a Warrant, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire up to the number of shares of Common Stock equal to 15% of the Shares to be issued to such Investor; (iv) a copy of a certificate of good standing for the Company issued by the Secretary of State of Delaware as of the date of the Second Closing.